Unassociated Document


    BEAR
      STEARNS ASSET BACKED SECURITIES I LLC

     

    Depositor

     

    EMC
      MORTGAGE CORPORATION

     

    Seller,
      Master Servicer and Company

     

    and

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

     

    Trustee

     

    ____________________

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of March 1, 2007

     

    ________________________________________

     

    BEAR
      STEARNS ASSET BACKED SECURITIES I TRUST 2007-AC3

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-AC3

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    ARTICLE
      I
      DEFINITIONS 

     

    
      	
              Section
                1.01

            	
              Defined
                Terms.

            	 


    

    
      	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            	 


    

     

    ARTICLE
      II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES 

     

    
      	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            	 


    

    
      	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            	 


    

    
      	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of the Company, the Master Servicer, the
                Trustee
                and the Seller.

            	 


    

    
      	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            	 


    

    
      	
              Section
                2.05

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

            	 


    

    
      	
              Section
                2.06

            	
              Countersignature
                and Delivery of Certificates.

            	 


    

    
      	
              Section
                2.07

            	
              Purposes
                and Powers of the Trust.

            	 


    

     

    ARTICLE
      III ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY 

     

    
      	
              Section
                3.01

            	
              The
                Company.

            	 


    

    
      	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	
              Section
                3.03

            	
              Subservicers.

            	 


    

    
      	
              Section
                3.04

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

            	 


    

    
      	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            	 


    

    
      	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	
              Section
                3.07

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	 


    

    
      	
              Section
                3.08

            	
              Fidelity
                Bond, Errors and Omissions Insurance.

            	 


    

    
      	
              Section
                3.09

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

            	 


    

    
      	
              Section
                3.10

            	
              Servicing
                Compensation.

            	 


    

    
      	
              Section
                3.11

            	
              REO
                Property.

            	 


    

    
      	
              Section
                3.12

            	
              Liquidation
                Reports.

            	 


    

    
      	
              Section
                3.13

            	
              Books
                and Records.

            	 


    

     

    ARTICLE
      IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER
      SERVICER 

     

    
      	
              Section
                4.01

            	
              Master
                Servicer.

            	 


    

    
      	
              Section
                4.02

            	
              REMIC-Related
                Covenants.

            	 


    

    
      	
              Section
                4.03

            	
              Monitoring
                of Company and Servicer.

            	 


    

    
      	
              Section
                4.04

            	
              Fidelity
                Bond.

            	 


    

    
      	
              Section
                4.05

            	
              Power
                to Act; Procedures.

            	 


    

    
      	
              Section
                4.06

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	
              Section
                4.07

            	
              Release
                of Mortgage Files.

            	 


    

    
      	
              Section
                4.08

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

            	 


    

    
      	
              Section
                4.09

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	 


    

    
      	
              Section
                4.10

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	
              Section
                4.11

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	 


    

    
      	
              Section
                4.12

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	 


    

    
      	
              Section
                4.13

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	 


    

    
      	
              Section
                4.14

            	
              Compensation
                for the Master Servicer.

            	 


    

    
      	
              Section
                4.15

            	
              REO
                Property.

            	 


    

    
      	
              Section
                4.16

            	
              Annual
                Statement as to Compliance.

            	 


    

    
      	
              Section
                4.17

            	
              Assessments
                of Compliance and Attestation Reports.

            	 


    

    
      	
              Section
                4.18

            	
              Reports
                Filed with Securities and Exchange Commission.

            	 


    

    
      	
              Section
                4.19

            	
              Intention
                of the Parties and Interpretation.

            	 


    

    
      	
              Section
                4.20

            	
              UCC.

            	 


    

    
      	
              Section
                4.21

            	
              Optional
                Purchase of Certain Mortgage Loans.

            	 


    

     

    ARTICLE
      V
      ACCOUNTS 

     

    
      	
              Section
                5.01

            	
              Collection
                of Mortgage Loan Payments; Protected Account.

            	 


    

    
      	
              Section
                5.02

            	
              Permitted
                Withdrawals From the Protected Account.

            	 


    

    
      	
              Section
                5.03

            	
              Reports
                to Master Servicer.

            	 


    

    
      	
              Section
                5.04

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow Accounts.

            	 


    

    
      	
              Section
                5.05

            	
              Servicer
                Protected Accounts.

            	 


    

    
      	
              Section
                5.06

            	
              Master
                Servicer Collection Account.

            	 


    

    
      	
              Section
                5.07

            	
              Permitted
                Withdrawals From the Master Servicer Collection Account.

            	 


    

    
      	
              Section
                5.08

            	
              Distribution
                Account.

            	 


    

    
      	
              Section
                5.09

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account.

            	 


    

    
      	
              Section
                5.10

            	
              Corridor
                Credit Support Annex

            	 


    

     

    ARTICLE
      VI DISTRIBUTIONS AND ADVANCES 

     

    
      	
              Section
                6.01

            	
              Advances.

            	 


    

    
      	
              Section
                6.02

            	
              Compensating
                Interest Payments.

            	 


    

    
      	
              Section
                6.03

            	
              REMIC
                Distributions.

            	 


    

    
      	
              Section
                6.04

            	
              Distributions.

            	 


    

    
      	
              Section
                6.05

            	
              Allocation
                of Realized Losses.

            	 


    

    
      	
              Section
                6.06

            	
              Monthly
                Statements to Certificateholders.

            	 


    

    
      	
              Section
                6.07

            	
              REMIC
                Designations and REMIC Distributions.

            	 


    

    
      	
              Section
                6.08

            	
              Reserve
                Fund.

            	 


    

    
      	
              Section
                6.09

            	
              Class
                P Certificate Account.

            	 


    

    
      	
              Section
                6.10

            	
              The
                Class A-1 Corridor Contract

            	 


    

    
      	
              Section
                6.11

            	
              Class
                A-1/A-2 Net WAC Pass-Through Amount; Class A-1/A-2 Net WAC Reserve
                Account.

            	 


    

     

    ARTICLE
      VII THE CERTIFICATES 

     

    
      	
              Section
                7.01

            	
              The
                Certificates.

            	 


    

    
      	
              Section
                7.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	 


    

    
      	
              Section
                7.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 


    

    
      	
              Section
                7.04

            	
              Persons
                Deemed Owners.

            	 


    

    
      	
              Section
                7.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	 


    

    
      	
              Section
                7.06

            	
              Book-Entry
                Certificates.

            	 


    

    
      	
              Section
                7.07

            	
              Notices
                to Depository.

            	 


    

    
      	
              Section
                7.08

            	
              Definitive
                Certificates.

            	 


    

    
      	
              Section
                7.09

            	
              Maintenance
                of Office or Agency.

            	 


    

     

    ARTICLE
      VIII THE COMPANY AND THE MASTER SERVICER 

     

    
      	
              Section
                8.01

            	
              Liabilities
                of the Depositor, the Company and the Master Servicer.

            	 


    

    
      	
              Section
                8.02

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

            	 


    

    
      	
              Section
                8.03

            	
              Indemnification
                of the Master Servicer.

            	 


    

    
      	
              Section
                8.04

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

            	 


    

    
      	
              Section
                8.05

            	
              Master
                Servicer and Company Not to Resign.

            	 


    

    
      	
              Section
                8.06

            	
              Successor
                Master Servicer.

            	 


    

    
      	
              Section
                8.07

            	
              Sale
                and Assignment of Master Servicing.

            	 


    

     

    ARTICLE
      IX DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION
      OF COMPANY 

     

    
      	
              Section
                9.01

            	
              Events
                of Default.

            	 


    

    
      	
              Section
                9.02

            	
              Trustee
                to Act; Appointment of Successor.

            	 


    

    
      	
              Section
                9.03

            	
              Notification
                to Certificateholders and Rating Agencies.

            	 


    

    
      	
              Section
                9.04

            	
              Waiver
                of Defaults.

            	 


    

    
      	
              Section
                9.05

            	
              Company
                Default.

            	 


    

    
      	
              Section
                9.06

            	
              Waiver
                of Company Defaults.

            	 


    

     

    ARTICLE
      X
      CONCERNING THE TRUSTEE 

     

    
      	
              Section
                10.01

            	
              Duties
                of Trustee.

            	 


    

    
      	
              Section
                10.02

            	
              Certain
                Matters Affecting the Trustee.

            	 


    

    
      	
              Section
                10.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	 


    

    
      	
              Section
                10.04

            	
              Trustee
                May Own Certificates.

            	 


    

    
      	
              Section
                10.05

            	
              Trustee’s
                Fees and Expenses.

            	 


    

    
      	
              Section
                10.06

            	
              Eligibility
                Requirements for Trustee.

            	 


    

    
      	
              Section
                10.07

            	
              Insurance.

            	 


    

    
      	
              Section
                10.08

            	
              Resignation
                and Removal of Trustee.

            	 


    

    
      	
              Section
                10.09

            	
              Successor
                Trustee.

            	 


    

    
      	
              Section
                10.10

            	
              Merger
                or Consolidation of Trustee.

            	 


    

    
      	
              Section
                10.11

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 


    

    
      	
              Section
                10.12

            	
              Tax
                Matters.

            	 


    

    
      	
              Section
                10.13

            	
              Indemnification
                of the Trustee.

            	 


    

    
      	
              Section
                10.14

            	
              Limitations
                on Liability of the Trustee.

            	 


    

     

    ARTICLE
      XI TERMINATION 

     

    
      	
              Section
                11.01

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans.

            	 


    

    
      	
              Section
                11.02

            	
              Final
                Distribution on the Certificates.

            	 


    

    
      	
              Section
                11.03

            	
              Additional
                Termination Requirements.

            	 


    

     

    ARTICLE
      XII MISCELLANEOUS PROVISIONS 

     

    
      	
              Section
                12.01

            	
              Amendment.

            	 


    

    
      	
              Section
                12.02

            	
              Recordation
                of Agreement; Counterparts.

            	 


    

    
      	
              Section
                12.03

            	
              Governing
                Law.

            	 


    

    
      	
              Section
                12.04

            	
              Intention
                of Parties.

            	 


    

    
      	
              Section
                12.05

            	
              Notices.

            	 


    

    
      	
              Section
                12.06

            	
              Severability
                of Provisions.

            	 


    

    
      	
              Section
                12.07

            	
              Assignment.

            	 


    

    
      	
              Section
                12.08

            	
              Limitation
                on Rights of Certificateholders.

            	 


    

    
      	
              Section
                12.09

            	
              Inspection
                and Audit Rights.

            	 


    

    
      	
              Section
                12.10

            	
              Certificates
                Nonassessable and Fully Paid.

            	 


    

    


    EXHIBITS

    

      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A Certificates 

              
	
                Exhibit
                  A-2

              	
                [Reserved]

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class M Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class B Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class C Certificates

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  B

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  C

              	
                Form
                  of Transferee Affidavit and Agreement

              
	
                Exhibit
                  D

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  E

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A and Related Matters Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Request for Release

              
	
                Exhibit
                  H

              	
                DTC
                  Letter of Representations

              
	
                Exhibit
                  I

              	
                Schedule
                  of Mortgage Loans with Lost Notes

              
	
                Exhibit
                  J

              	
                Form
                  of Custodial Agreement

              
	
                Exhibit
                  K

              	
                Form
                  of Back-Up Certification to Form 10-K Certificate

              
	
                Exhibit
                  L

              	
                Form
                  of Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  M

              	
                Class
                  A-1 Corridor Contract

              
	
                Exhibit
                  N

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  O

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

              
	
                Exhibit
                  P

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  Q-1

              	
                Fifth
                  Third Servicing Agreement

              
	
                Exhbiti
                  Q-2

              	
                Mid
                  America Servicing Agreement 

              
	
                Exhibit
                  R-1 

              	
                Fifth
                  Third Assignment Agreement

              
	
                Exhibit
                  R-2

              	
                Mid
                  America Assignment Agreement

              
	
                Exhibit
                  S

              	
                Remittance
                  Overview Report

              
	
                Exhibit
                  T

              	
                Remittance
                  Summary Report

              
	
                Exhibit
                  U

              	
                Calculation
                  of Gain-Loss Delinquent Loans

              
	
                Exhibit
                  V

              	
                Form
                  of Certification to be provided by the Trustee to the
                  Depositor

              
	
                Exhibit
                  W

              	
                EMC’s
                  Master Servicing Asset Authority Levels 

              
	
                Exhibit
                  X

              	
                Claims
                  Submitted

              
	
                Exhibit
                  Y

              	
                Default
                  Overview Report

              
	
                Exhibit
                  Z

              	
                Delinquent
                  Summary Report

              
	
                Exhibit
                  AA

              	
                Loss
                  Severity Summary Report

              
	
                Exhibit
                  BB

              	
                Modified
                  Loans Report

              
	
                Exhibit
                  CC

              	
                Form
                  of Transferor Affidavit

              
	
                Exhibit
                  DD

              	
                Notice
                  of Loan Modification

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    POOLING
      AND SERVICING AGREEMENT, dated as of March 1, 2007, among BEAR STEARNS ASSET
      BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
      (the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
      such capacity, the “Seller”), as master servicer (in such capacity, the “Master
      Servicer”) and as company (in such capacity, the “Company”) and WELLS FARGO
      BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the
      “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    REMIC
      I

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (other than the Reserve Fund, the Class A-1 Corridor Contract,
      the Class A-1/A-2 Net WAC Reserve Account and any Prepayment Charge Waiver
      Amounts) as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC I”. The Class R-1
      Certificates will represent the sole class of Residual Interests (as defined
      herein) in REMIC I for purposes of the REMIC Provisions (as defined herein).
      The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      I Pass-Through Rate, the initial Uncertificated Principal Balance and, for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC I Regular Interests (as
      defined herein). None of the REMIC I Regular Interests will be
      certificated.

     

    
      	
               

               

              Designation

            	 	
               

              Initial
                Uncertificated Principal Balance

            	 	
              Uncertificated
                REMIC I 

              Pass-Through
                Rate

            	 	
               

              Latest
                Possible Maturity Date(1)

            	 
	
              AA

            	 	
              $

            	
              366,511,290.16

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              A-1

            	 	
              $

            	
              3,465,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-1

            	 	
              $

            	
              110,340.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-2

            	 	
              $

            	
              39,280.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-3

            	 	
              $

            	
              14,960.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-4

            	 	
              $

            	
              14,960.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-1

            	 	
              $

            	
              13,090.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-2

            	 	
              $

            	
              13,090.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-3

            	 	
              $

            	
              14,960.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-4

            	 	
              $

            	
              18,700.00

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              ZZ

            	 	
              $

            	
              3,775,442.25

            	 	 	
              Variable(2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              P

            	 	
              $

            	
              100.00

            	 	 	
              0.00%

            	
               

            	 	
              April
                25, 2037

            	 


    

    ___________________________

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    


    REMIC
      II

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC II”.
      The Class R-2 Certificates will represent the sole class of Residual Interests
      in REMIC II for purposes of the REMIC Provisions. The following table
      irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
      Rate, the initial Uncertificated Principal Balance and, for purposes of
      satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for each of the REMIC II Regular Interests (as defined herein).
      None of the REMIC II Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Uncertificated
                REMIC II 

              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              A-1

            	 	
              $

            	
              346,500,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-1

            	 	
              $

            	
              11,034,000.00

            	 	 	
              (20

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-2

            	 	
              $

            	
              3,928,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-3
                

            	 	
              $

            	
              1,496,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              M-4

            	 	
              $

            	
              1,496,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-1

            	 	
              $

            	
              1,309,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-2

            	 	
              $

            	
              1,309,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-3

            	 	
              $

            	
              1,496,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              B-4

            	 	
              $

            	
              1,870,000.00

            	 	 	
              (2)

            	
               

            	 	
              April
                25, 2037

            	 
	
              C

            	 	
              $

            	
              3,553,112.41

            	 	 	
              (2(3))

            	
               

            	 	
              April
                25, 2037

            	 
	
              P

            	 	
              $

            	
              100.00

            	 	 	
              0.00%

            	
               

            	 	
              April
                25, 2037

            	 


    

    ___________________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

            	
              REMIC
                II Regular Interest C will not accrue interest on its Uncertificated
                Principal Balance, but will accrue interest at the related Uncertificated
                REMIC II Pass-Through Rate on its Uncertificated Notional Amount
                (as
                defined herein) which shall equal the aggregate Uncertificated Principal
                Balance of the REMIC I Regular Interests (other than REMIC I Regular
                Interest P).

            


    

    


    REMIC
      III

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC II Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC III”.
      The Class R-3 Certificates will represent the sole class of Residual Interests
      in REMIC III for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, Pass-Through Rate,
      Initial Certificate Principal Balance (or initial Uncertificated Principal
      Balance, in the case of the Class C Interest or Class P Interest) and, for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each class of Certificates and interests
      that represents ownership of one or more of the Regular Interests (as defined
      herein) in REMIC III created hereunder.

     

    
      	
               

               

              Designation

            	 	
              Initial
                Certificate or Uncertificated

              Principal
                Balance

            	 	
               

               

              Pass-Through
                Rate

            	 	
               

              Latest
                Possible Maturity Date(1)

            	 
	
              A-1(2)

            	 	
              $

            	
              346,500,000.00

            	 	 	
              Class
                A-1 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              A-2(3)

            	 	 	
              N/A(4)

            	
               

            	 	
              Class
                A-2 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              M-1

            	 	
              $

            	
              11,034,000.00

            	 	 	
              Class
                M-1 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              M-2

            	 	
              $

            	
              3,928,000.00

            	 	 	
              Class
                M-2 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              M-3
                

            	 	
              $

            	
              1,496,000.00

            	 	 	
              Class
                M-3 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              M-4
                

            	 	
              $

            	
              1,496,000.00

            	 	 	
              Class
                M-4 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              B-1

            	 	
              $

            	
              1,309,000.00

            	 	 	
              Class
                B-1 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              B-2
                

            	 	
              $

            	
              1,309,000.00

            	 	 	
              Class
                B-2 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              B-3
                

            	 	
              $

            	
              1,496,000.00

            	 	 	
              Class
                B-3 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              B-4

            	 	
              $

            	
              1,870,000.00

            	 	 	
              Class
                B-4 Pass-Through Rate

            	 	 	
              April
                25, 2037

            	 
	
              Class
                C Interest

            	 	
              $

            	
              3,553,112.41

            	 	 	
              (5)

            	
               

            	 	
              April
                25, 2037

            	 
	
              Class
                P Interest

            	 	
              $

            	
              100.00

            	 	 	
              0.00%

            	
               

            	 	
              April
                25, 2037

            	 


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Class of Class A, Class M and
                Class B Certificates and the Class C Interest and the Class P
                Interest.

            
	
              (2)

            	
              The
                Class A-1 Certificates represent ownership of Regular Interests in
                REMIC
                III, as well as the obligation to make payments in respect of Class
                A-1/A-2 Net WAC Pass-Through Amounts to the Class A-1/A-2 Net WAC
                Reserve
                Account for distribution in respect of the Class A-2 Certificates,
                which
                obligation shall not be an interest in any REMIC but a contractual
                obligation of the Holders of the Class A-1 Certificates. For federal
                income tax purposes, the Regular Interest the ownership of which
                is
                represented by this Certificate shall accrue interest at the related
                Uncertificated REMIC III Pass-Through Rate instead of the Pass-Through
                Rate applicable to such Certificate. Any amount accrued on each
                Distribution Date by Holders of this Certificate in excess of, or
                less
                than, the amount specified in the foregoing sentence for the Regular
                Interest the ownership of which is represented by this Certificate
                shall
                be treated in accordance with the provisions relating to Class A-1/A-2
                Net
                WAC Pass-Through Amounts in Section 6.11.

            
	
              (3)

            	
              The
                Class A-2 Certificates represent ownership of Regular Interests in
                REMIC
                III, as well as the right to receive payments from the Class A-1/A-2
                Net
                WAC Reserve Account in respect of Class A-1/A-2 Net WAC Pass-Through
                Amounts, which payments shall not be in respect of an interest in
                any
                REMIC. For federal income tax purposes, the Regular Interest the
                ownership
                of which is represented by the Class A-2 Certificates shall not have
                a
                principal balance but shall be entitled to interest on its Uncertificated
                Notional Amount at its Uncertificated REMIC III Pass-Through Rate.
                Any
                amount accrued on each Distribution Date by Holders of this Certificate
                in
                excess of, or less than, the amount specified in the foregoing sentence
                for the Regular Interest the ownership of which is represented by
                this
                Certificate shall be treated in accordance with the provisions relating
                to
                Class A-1/A-2 Net WAC Pass-Through Amounts in Section
                6.11.

            
	
              (4)

            	
              The
                Class A-2 Certificates do not have a principal balance but will accrue
                interest on a Notional Amount equal to the Certificate Principal
                Balance
                of the Class A-1 Certificates. 

            
	
              (5)

            	
              The
                Class C Interest will not accrue interest on its Uncertificated Principal
                Balance, but will be entitled to 100% of the amounts distributed
                on REMIC
                II Regular Interest C.

            


    

    


    REMIC
      IV

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Class C Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC IV”. The Class
      R-4 Interest will represent the sole class of Residual Interests in REMIC IV
      for
      purposes of the REMIC Provisions.

     

    The
      following table sets forth the Class designation, Pass-Through Rate, Initial
      Certificate Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Class of Certificates that represents a Regular Interest in REMIC
      IV created hereunder:

     

    
      	
               

              Class
                Designation

            	 	
               

              Pass-Through
                Rate

            	 	
              Initial
                Certificate Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              C

            	 	 	
              (2)

            	
               

            	
              $

            	
              3,553,112.41

            	 	 	
              April
                25, 2037

            	 


    

    _______________

    
      	
              (1)

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

            
	
              (2)

            	
              The
                Class C Certificates will receive 100% of the amounts received in
                respect
                of the Class C Interest.

            


    

    REMIC
      V

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Class P Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC V”. The Class
      R-5 Interest will represent the sole class of Residual Interests in REMIC V
      for
      purposes of the REMIC Provisions.

     

    The
      following table sets forth the Class designation, Pass-Through Rate, Initial
      Certificate Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Class of Certificates that represents a Regular Interest in REMIC
      V created hereunder:

     

    
      	
               

              Class
                Designation

            	 	
               

              Pass-Through
                Rate

            	 	
              Initial
                Certificate Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              P

            	 	 	
              0.00%(2)

            	
               

            	
              $

            	
              100.00

            	 	 	
              April
                25, 2037

            	 


    

    _______________

    
      	
              (1)

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

            
	
              (2)

            	
              The
                Class P Certificates will receive 100% of the amounts received in
                respect
                of the Class P Interest.

            


    

    The
      Trust
      Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed
      Securities I Trust 2007-AC3.” The Certificates issued hereunder may be referred
      to as “Asset-Backed Certificates Series 2007-AC3” (including for purposes of any
      endorsement or assignment of a Mortgage Note or Mortgage).

     

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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms. 

     

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

     

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

     

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

     

    Account:
      The
      Distribution Account, the Master Servicer Collection Account, the Reserve Fund,
      the Class A-1/A-2 Net WAC Reserve Account and any Protected
      Account.

     

    Additional
      Disclosure:
      As
      defined in Section 4.18. 

     

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

     

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

     

    Adjustable
      Rate Mortgage Loan:
      Each of
      the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
      Rate that is subject to adjustment.

     

    Adjustment
      Date:
      With
      respect to each Adjustable Rate Mortgage Loan, the first day of the month in
      which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
      to
      the related Mortgage Note. The first Adjustment Date following the Cut-off
      Date
      as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
      Schedule.

     

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

     

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

     

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

     

    Annual
      Statement of Compliance:
      As
      defined in Section 4.16.

     

    Applied
      Realized Loss Amount:
      With
      respect to any Distribution Date and a Class of Class A, Class M and Class
      B
      Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
      which have been applied in reduction of the Certificate Principal Balance of
      a
      Class of Certificates pursuant to Section 6.05 of this Agreement which have
      not
      previously been reimbursed or reduced by any Subsequent Recoveries applied
      to
      such Applied Realized Loss Amount.

     

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

     

    Assignment
      Agreement:
      Shall
      mean any of the Fifth Third Assignment Agreement or the Mid America Assignment
      Agreement.

     

    Assessment
      of Compliance:
      As
      defined in Section 4.17.

     

    Attesting
      Party:
      As
      defined in Section 4.17.

     

    Attestation
      Report:
      As
      defined in Section 4.17.

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Basis
      Risk Shortfall Carry Forward Amount:
      With
      respect to any Distribution Date and any Class of Class A, Class M and Class
      B
      Certificates, an amount equal to the sum of (A) if the Pass-Through Rate for
      such Class for such Distribution Date is limited to the related Net Rate Cap,
      the excess, if any, of (a) the amount of Current Interest that such Class would
      have been entitled to receive on such Distribution Date had the Pass-Though
      Rate
      applicable to such Class not been reduced by the applicable Net Rate Cap on
      such
      Distribution Date, over (b) the amount of Current Interest that such Class
      received on such Distribution Date and (B) the Basis Risk Shortfall Carry
      Forward Amount for the previous Distribution Date not previously paid, together
      with interest thereon at a rate equal to the related Pass-Through Rate for
      the
      current Distribution Date.

     

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

     

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

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Trustee
      in
      substantially the forms attached hereto as Exhibits A-1 through
      A-6.

     

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

     

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

     

    Certificate
      Principal Balance:
      As to
      any Certificate (other than the Class A-2, Class C or Class R Certificates) and
      as of any Distribution Date, the Initial Certificate Principal Balance of such
      Certificate plus any Subsequent Recoveries added to the Certificate Principal
      Balance of such Certificate pursuant to Section 5.04(b), less the sum of (i)
      all
      amounts distributed with respect to such Certificate in reduction of the
      Certificate Principal Balance thereof on previous Distribution Dates pursuant
      to
      Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such
      Certificate on previous Distribution Dates. As to the Class C Certificates
      and
      as of any Distribution Date, an amount equal to the Uncertificated Principal
      Balance of the Class C Interest.

     

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

     

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

     

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

     

    Class
      A Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the Principal
      Distribution Amount for such Distribution Date and (y) the greater of (A) the
      excess, if any, of (i) the Certificate Principal Balance of the Class A-1
      Certificates immediately prior to such Distribution Date, over (ii) the lesser
      of (a) the product of (1) 85.30% and (2) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period, and after reduction for Realized
      Losses incurred during the prior calendar month), and (b) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,869,956,
      and (B)
      the lesser of (I) $1,000, and (II) the Certificate Principal Balance of the
      Class A-1 Certificates on such Distribution Date prior to principal
      distributions on such Certificates.

     

    Class
      A-1 Additional Interest Amounts:
      As to
      the Class A-1 Certificates, an amount equal to the product of (x) the excess,
      if
      any, of (i) One-Month LIBOR as determined pursuant to the Class A-1 Corridor
      Contract for the related calculation period (as defined in the Class A-1
      Corridor Contract), subject to a maximum of 9.100% per annum, over (ii) 6.100%
      for such Distribution Date, (y) the amount set forth in Schedule I of the Class
      A-1 Corridor Contract for that Distribution Date, and (z) a fraction, the
      numerator of which is 30 and the denominator of which is 360. 

     

    Class
      A-1 Certificate:
      Any
      Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to the Percentage Interest
      of
      distributions provided for the Class A-1 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts, (iii) the obligation to pay Class A-1/A-2
      Net WAC Pass-Through Amounts and (iv) the right to receive Class A-1 Additional
      Interest Amounts.

     

    Class
      A-1 Corridor Contract:
      With
      respect to the Class A-1 Certificates, the corridor contract, dated as of March
      30, 2007, between the Trustee and the Corridor Contract Counterparty, including
      any schedule, confirmations, credit support annex or other credit support
      document relating thereto, and attached hereto as Exhibit M.

     

    Class
      A-1 Pass-Through Rate:
      Shall
      mean on any Distribution Date, One-Month LIBOR plus 0.400% per annum, with
      a
      maximum rate of 6.500% per annum and a minimum rate of 0.400% per annum, subject
      to the related Net Rate Cap for such Distribution Date.

    


    Class
      A-1/A-2 Net WAC Pass-Through Amount:
      With
      respect to any Distribution Date, the excess, if any, of (A) the amount of
      interest payable on such Distribution Date to the Regular Interest the ownership
      of which is represented by the Class A-1 Certificates at the related
      Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
      payable on such Distribution Date to the Class A-1 Certificates at the Class
      A-1
      Pass-Through Rate.

     

    Class
      A-1/A-2 Net WAC Reserve Account:
      Shall
      mean the separate trust account or subaccount created and maintained by the
      Trustee pursuant to Section 6.11 hereof.

     

    Class
      A-1/A-2 Net WAC Reserve Account Deposit:
      With
      respect to the Class A-1/A-2 Net WAC Reserve Account, an amount equal to $5,000,
      which the Depositor shall deposit initially into the Class A-1/A-2 Net WAC
      Reserve Account pursuant to Section 6.11 hereof.

     

    Class
      A-1/A-2 Target Rate:
      Shall
      mean (A) for any Distribution Date on or prior to the Optional Termination
      Date,
      6.500% per annum, and (B) for any Distribution Date thereafter, 7.000% per
      annum.

    


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

    


    Class
      A-2 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, 6.100% per annum minus One-Month LIBOR, with a maximum rate
      of
      6.100% per annum and a minimum rate of 0.00% per annum and (ii) for each
      Distribution Date thereafter, 6.600% per annum minus One-Month LIBOR, with
      a
      maximum rate of 6.600% per annum and a minimum rate of 0.500% per annum, in
      each
      case subject to a cap equal to the related Net Rate Cap for such Distribution
      Date.

    


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

     

    Class
      B-1 Certificate:
      Any
      Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class B-1 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      B-1 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 1.000% per annum and
      (2) 11.000% per annum and (ii) for each Distribution Date thereafter, the lesser
      of (1) One-Month LIBOR plus 1.500% per annum and (2) 11.000% per annum, in
      each
      case subject to a cap equal to the related Net Rate Cap for such Distribution
      Date.

     

    Class
      B-1 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
      if
      any, of (a) the sum of (1) the Certificate Principal Balance of the Class A-1
      Certificates (after taking into account the distribution of the Class A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (4) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (5) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date) and (6) the Certificate Principal Balance of the Class B-1 Certificates
      immediately prior to such Distribution Date, over (b) the lesser of (1) the
      product of (x) 95.60% and (y) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the prior calendar month), and (2) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,869,956.

     

    Class
      B-2 Certificate:
      Any
      Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class B-2 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      B-2 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 1.500% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 2.250% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      B-2 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
      if
      any, of (a) the sum of (1) the Certificate Principal Balance of the Class A-1
      Certificates (after taking into account the distribution of the Class A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (4) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (5) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (6) the Certificate Principal Balance of the Class B-1 Certificates
      (after taking into account the payment of the Class B-1 Principal Distribution
      Amount on such Distribution Date) and (7) the Certificate Principal Balance
      of
      the Class B-2 Certificates immediately prior to such Distribution Date, over
      (b)
      the lesser of (1) the product of (x) 96.30% and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,869,956.

     

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

     

    Class
      B-3 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 1.800% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      B-3 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
      if
      any, of (a) the sum of (1) the Certificate Principal Balance of the Class A-1
      Certificates (after taking into account the distribution of the Class A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (4) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (5) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (6) the Certificate Principal Balance of the Class B-1 Certificates
      (after taking into account the payment of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (7) the Certificate Principal Balance of
      the
      Class B-2 Certificates (after taking into account the payment of the Class
      B-2
      Principal Distribution Amount on such Distribution Date) and (8) the Certificate
      Principal Balance of the Class B-3 Certificates immediately prior to such
      Distribution Date, over (b) the lesser of (1) the product of (x) 97.10% and
      (y)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period, and after reduction for Realized Losses incurred
      during the prior calendar month) minus $1,869,956.

     

    Class
      B-4 Certificate:
      Any
      Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class B-4 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      B-4 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 1.800% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      B-4 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
      if
      any, of (a) the sum of (1) the Certificate Principal Balance of the Class A-1
      Certificates (after taking into account the distribution of the Class A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (4) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (5) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (6) the Certificate Principal Balance of the Class B-1 Certificates
      (after taking into account the payment of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (7) the Certificate Principal Balance of
      the
      Class B-2 Certificates (after taking into account the payment of the Class
      B-2
      Principal Distribution Amount on such Distribution Date), (8) the Certificate
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      payment of the Class B-3 Principal Distribution Amount on such Distribution
      Date) and (9) the Certificate Principal Balance of the Class B-4 Certificates
      immediately prior to such Distribution Date, over (b) the lesser of (1) the
      product of (x) 98.10% and (y) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the prior calendar month), and (2) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,869,956.

     

    Class
      C Certificate:
      Any
      Certificate designated as a “Class C Certificate” on the face thereof, in the
      form of Exhibit A-5 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class C Certificates herein and evidencing (i)
      a
      Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall
      Carry Forward Amounts.

     

    Class
      C Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Current Interest for the
      Class C Interest for such Distribution Date, (ii) any Overcollateralization
      Release Amount for such Distribution Date and (iii) without duplication, any
      Subsequent Recoveries not distributed to the Class A, Class M and Class B
      Certificates on such Distribution Date; provided, however that on any
      Distribution Date after the Distribution Date on which the Certificate Principal
      Balances of the Class A, Class M and Class B Certificates have been reduced
      to
      zero, the Class C Distribution Amount shall include the Overcollateralization
      Amount. For federal income tax purposes, the Class C Distribution Amount for
      any
      Distribution Date shall be an amount equal to 100% of the amounts distributed
      in
      respect of REMIC II Regular Interest C on such Distribution Date.

     

    Class
      C Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

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

     

    Class
      M-1 Certificate:
      Any
      Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-1 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      M-1 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 0.500% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 0.750% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      M-1 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
      (1)
      the Certificate Principal Balance of the Class A-1 Certificates (after taking
      into account the distribution of the Class A Principal Distribution Amount
      on
      such Distribution Date) and (2) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date, over (b) the
      lesser of (1) the product of (x) 91.20% and (y) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period, and after reduction
      for
      Realized Losses incurred during the prior calendar month), and (2) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,869,956.

     

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

     

    Class
      M-2 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 0.550% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 0.825% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      M-2 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount and the Class M-1 Principal Distribution Amount
      and (y) the excess, if any, of (a) the sum of (1) the Certificate Principal
      Balance of the Class A-1 Certificates (after taking into account the
      distribution of the Class A Principal Distribution Amount on such Distribution
      Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
      (after taking into account the distribution of the Class M-1 Principal
      Distribution Amount on such Distribution Date) and (3) the Certificate Principal
      Balance of the Class M-2 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 93.30% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,869,956.

     

    Class
      M-3 Certificate:
      Any
      Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-3 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      M-3 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 0.600% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 0.900% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      M-3 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount
      and
      the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
      (a)
      the sum of (1) the Certificate Principal Balance of the Class A-1 Certificates
      (after taking into account the distribution of the Class A Principal
      Distribution Amount on such Distribution Date), (2) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date) and (4) the Certificate Principal
      Balance of the Class M-3 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 94.10% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,869,956.

     

    Class
      M-4 Certificate:
      Any
      Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-4 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
      Basis Risk Shortfall Carry Forward Amounts.

     

    Class
      M-4 Pass-Through Rate:
      Shall
      mean (i) on any Distribution Date which occurs on or prior to the Optional
      Termination Date, the lesser of (1) One-Month LIBOR plus 0.650% per annum and
      (ii) 11.000% per annum and (ii) for each Distribution Date thereafter, the
      lesser of (1) One-Month LIBOR plus 0.975% per annum and (ii) 11.000% per annum,
      in each case subject to a cap equal to the related Net Rate Cap for such
      Distribution Date.

     

    Class
      M-4 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
      Amount and (y) the excess, if any, of (a) the sum of (1) the Certificate
      Principal Balance of the Class A-1 Certificates (after taking into account
      the
      distribution of the Class A Principal Distribution Amount on such Distribution
      Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
      (after taking into account the distribution of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (3) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date) and (5) the Certificate Principal
      Balance of the Class M-4 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 94.90% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,869,956.

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P Certificate” on the face thereof, in the
      form of Exhibit A-6 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class P Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive
      any
      Prepayment Charge Waiver Amounts.

     

    Class
      P Certificate Account:
      The
      account established and maintained by the Trustee pursuant to Section 6.09
      hereof.

     

    Class
      P Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

    Class
      R Certificate:
      Any of
      the Class R-1, Class R-2, Class R-3 or Class RX Certificates.

     

    Class
      R-1 Certificate:
      Any
      Certificate designated a “Class R-1 Certificate” on the face thereof, in the
      form set forth in Exhibit A-7 hereto, evidencing the Residual Interest in REMIC
      I and representing the right to the Percentage Interest of distributions
      provided for the Class R-1 Certificates as set forth herein.

     

    Class
      R-2 Certificate:
      Any
      Certificate designated a “Class R-2 Certificate” on the face thereof, in the
      form set forth in Exhibit A-7 hereto, evidencing the Residual Interest in REMIC
      II and representing the right to the Percentage Interest of distributions
      provided for the Class R-2 Certificates as set forth herein.

     

    Class
      R-3 Certificate:
      Any
      Certificate designated a “Class R-3 Certificate” on the face thereof, in the
      form set forth in Exhibit A-7 hereto, evidencing the Residual Interest in REMIC
      III and representing the right to the Percentage Interest of distributions
      provided for the Class R-3 Certificates as set forth herein.

     

    Class
      R-4 Interest:
      The
      uncertificated Residual Interest in REMIC IV.

     

    Class
      R-5 Interest:
      The
      uncertificated Residual Interest in REMIC V.

     

    Class
      RX Certificate:
      Any
      Certificate designated a “Class RX Certificate” on the face thereof, in the form
      set forth in Exhibit A-7 hereto, evidencing the ownership of the Class R-4
      Interest and Class R-5 Interest and representing the right to the Percentage
      Interest of distributions provided for the Class RX Certificates as set forth
      herein.

     

    Closing
      Date:
      March
      30, 2007.

     

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

     

    Company:
      EMC.

     

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

     

    Compensating
      Interest:
      An
      amount, not to exceed the Servicing Fee, to be deposited in the Distribution
      Account by the Company or the related Servicer with respect to the payment
      of a
      Prepayment Interest Shortfall on a Mortgage Loan subject to this
      Agreement.

     

    Corporate
      Trust Office:
      With
      respect to the Trustee, the designated corporate trust office of the Trustee
      where at any particular time its corporate trust business with respect to this
      Agreement shall be administered, which office at the date of the execution
      of
      this agreement is located at 9062 Old Annapolis Road, Columbia, MD 21045,
      Attention: Corporate Trust Services, BSABS I 2007-AC3. For purposes of
      certificate transfer purposes, such term shall mean the office or agency of
      the
      Trustee located at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services, BSABS I
      2007-AC3.

     

    Corresponding
      Certificate:
      With
      respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
      C and P), the Certificate with the corresponding designation.

     

    Corresponding
      Interest:
      With
      respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
      AA and ZZ), the REMIC II Regular Interest with the corresponding
      designation.

     

    Corridor
      Contract Counterparty:
      The
      corridor contract counterparty under the Class A-1 Corridor Contract. Initially,
      the Corridor Contract Counterparty shall be Bear Stearns Financial Products
      Inc.

    


    Corridor
      Contract Scheduled Termination Date:
      With
      respect to the Class A-1 Certificates, the Distribution Date in March
      2017.

     

    Corridor
      Credit Support Annex:
      The
      credit support annex, dated as of March 30, 2007, between the Trustee and the
      Corridor Contract Counterparty, which is annexed to and forms part of the Class
      A-1 Corridor Contract. 

    


    Current
      Interest:
      As of
      any Distribution Date, with respect to the Certificates and interests of each
      class (other than the Class P Interest, the Class P Certificates, the Residual
      Interests and the Residual Certificates), (i) the interest accrued on the
      Certificate Principal Balance or Notional Amount or Uncertificated Notional
      Amount, as applicable, during the related Interest Accrual Period at the
      applicable Pass-Through Rate, plus any amount previously distributed with
      respect to interest for such Certificate or interest that has been recovered
      as
      a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
      any
      Prepayment Interest Shortfall for such Distribution Date, to the extent not
      covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
      during the related Due Period, provided, however, that for purposes of
      calculating Current Interest for any such class, amounts specified in clause
      (ii) hereof for any such Distribution Date shall be allocated first to the
      Class
      C Certificates and the Class C Interest in reduction of amounts otherwise
      distributable to such Certificates and interest on such Distribution Date and
      then any excess shall be allocated to each Class of Class A, Class M and Class
      B
      Certificates pro
      rata
      based on
      the respective amounts of interest accrued pursuant to clause (i) hereof for
      each such Class on such Distribution Date.

     

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

     

    Current
      Specified Enhancement Percentage:
      With
      respect to any Distribution Date, the percentage obtained by dividing (x) the
      sum of (i) the aggregate Certificate Principal Balance of the Class M
      Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
      in each case prior to the distribution of the Principal Distribution Amount on
      such Distribution Date, by (y) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the end of the related Due Period (after giving effect
      to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period, and after reduction for Realized Losses incurred
      during the prior calendar month).

     

    Custodial
      Agreement:
      An
      agreement, dated as of March 30, 2007, among the Depositor, the Company as
      seller, the Trustee, the Master Servicer and the Custodian in substantially
      the
      form of Exhibit J hereto.

     

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

     

    Cut-off
      Date:
      March
      1, 2007.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the unpaid principal balance thereof on the Cut-off Date
      after application of all Principal Prepayments received prior to the Cut-off
      Date and scheduled payments of principal due on or before the Cut-off Date,
      whether or not received, but without giving effect to any installments of
      principal received in respect of Due Dates after the Cut-off Date. The aggregate
      Cut-off Date Principal Balance of the Mortgage Loans is
      $373,991,112.41.

     

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

     

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

     

    Definitive
      Certificates:
      As
      defined in Section 7.06.

     

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

     

    Delinquency
      Event:
      A
      Delinquency Event shall have occurred and be continuing if at any time, (x)
      the
      percent equivalent of a fraction, the numerator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans that are 60 days or more Delinquent
      (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
      and Mortgage Loans with respect to which the related Mortgaged Property is
      REO
      Property), and the denominator of which is the aggregate Stated Principal
      Balance of all of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      exceeds (y) 47.50% of the Current Specified Enhancement Percentage.

     

    Delinquent:
      The
      delinquency method used for calculations with respect to the Mortgage Loans
      will
      be in accordance with the methodology used by lenders regulated by the Office
      of
      Thrift Supervision. Under this method, a mortgage loan is considered “30 days or
      more Delinquent” if the borrower fails to make a scheduled payment prior to the
      close of business on the mortgage loan’s first succeeding due date. For example,
      if a securitization had a closing date occurring in August and a cut-off date
      of
      August 1, a mortgage loan with a payment due on July 1 that remained unpaid
      as
      of the close of business on July 31 would not be described as 30 days delinquent
      as of the cut-off date. Such mortgage loan with a payment due on June 1 that
      remained unpaid as of the close of business on July 31 would be described as
      30
      days delinquent as of the cut-off date. A mortgage loan would be considered
“60
      days or more Delinquent” with respect to such scheduled payment if such
      scheduled payment were not made prior to the close of business on the mortgage
      loan’s second succeeding due date  (or, in the preceding example, if the
      mortgage loan with a payment due on May 1 remained unpaid as of the close of
      business on July 31). Similarly for “90 days or more Delinquent” and so on.
      Unless otherwise specified, with respect to any date of determination,
      determinations of delinquency are made as of the last day of the prior calendar
      month. Mortgage Loans with Due Dates which are not the first of the month are
      treated as if the Due Date was the first of the following month. This method
      of
      determining delinquencies is referred to as the OTS method.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Principal Balance” or the “Initial Certificate Notional
      Amount”.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Account Deposit Date:
      The
      Business Day prior to each Distribution Date. 

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 5.08 in the name of the Trustee for the benefit of the
      Certificateholders and designated “Wells Fargo Bank, National Association, in
      trust for registered Holders of Bear Stearns Asset Backed Securities I LLC,
      Asset-Backed Certificates, Series 2007-AC3” shall be held in trust for the
      Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    Distribution
      Date:
      The
      25th day of each calendar month after the initial issuance of the Certificates,
      or if such 25th day is not a Business Day, the next succeeding Business Day,
      commencing in April 2007.

     

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

     

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

     

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

     

    EDGAR:
      As
      defined in Section 4.18.

     

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

     

    EMC:
      EMC
      Mortgage Corporation, a Delaware corporation, and its successors and
      assigns.

     

    EMC
      Flow Loans:
      The
      Mortgage Loans purchased by EMC pursuant to a flow loan purchase
      agreement.

     

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

     

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

     

    ERISA
      Restricted Certificates:
      Any of
      the Class C, Class P and Residual Certificates.

     

    Event
      of Default:
      As
      defined in Section 9.01 hereof.

     

    Excess
      Cashflow:
      With
      respect to any Distribution Date, an amount, if any, equal to the sum of (a)
      the
      Remaining Excess Spread for such Distribution Date and (b) the
      Overcollateralization Release Amount for such Distribution Date.

     

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

     

    Excess
      Spread:
      With
      respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
      for such Distribution Date, over (ii) the sum of the Current Interest on the
      Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
      on
      the Class A Certificates (other than Interest Carry Forward Amounts paid
      pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution
      Date.

     

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

     

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

     

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

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Distribution Date, the lesser of (i) the excess, if any, of
      the
      Overcollateralization Target Amount for such Distribution Date, over the
      Overcollateralization Amount for such Distribution Date (after giving effect
      to
      distributions of principal on the Certificates other than any Extra Principal
      Distribution Amount) and (ii) the Excess Spread for such Distribution
      Date.

     

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

     

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

     

    Fifth
      Third:
      Fifth
      Third Mortgage Company.

     

    Fifth
      Third Assignment Agreement:
      The
      Assignment, Assumption and Recognition Agreement, dated as of March 30, 2007,
      by
      and among the Seller, Fifth Third and the Trustee evidencing the assignment
      of
      the Fifth Third Servicing Agreement to the Trust, attached hereto as Exhibit
      R-2.

     

    Fifth
      Third Servicing Agreement:
      The
      Purchase, Warranties and Servicing Agreement, dated as of September 1, 2002,
      between the Seller and Fifth Third, as amended by Amendment Number One, dated
      as
      of April 1, 2006, attached hereto as Exhibit Q-2, as modified by the Fifth
      Third
      Assignment Agreement.

     

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

     

    Final
      Scheduled Distribution Date:
      With
      respect to the Certificates, April 25, 2037.

     

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

     

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

     

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

     

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

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
      in
      the related Mortgage Note that is added to the Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Mortgage Rate for such Mortgage Loan.

     

    Guarantor:
      As
      defined in Section 6.10.

     

    Guaranty:
      As
      defined in Section 6.10.

     

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

     

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

     

    Initial
      Certificate Principal Balance:
      With
      respect to any Certificate (other than the Class A-2 Certificates), the
      Certificate Principal Balance of such Certificate or any predecessor Certificate
      on the Closing Date.

     

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

     

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

     

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

     

    Interest
      Accrual Period:
      With
      respect to the Class A, Class M and Class B Certificates and any Distribution
      Date, the period from and including the 25th day of the calendar month preceding
      the month in which such Distribution Date occurs (or with respect to the Class
      M
      Certificates and Class B Certificates and the first Interest Accrual Period,
      the
      Closing Date) to and including the 24th
      day of
      the calendar month in which such Distribution Date occurs. With respect to
      the
      Class C Certificates and the Class C Interest and any Distribution Date, the
      calendar month immediately preceding such Distribution Date. The Class R
      Certificates and Class P Certificates are not entitled to distributions of
      interest and do not have an Interest Accrual Period. All calculations of
      interest on the Class M Certificates and Class B Certificates will be made
      on
      the basis of the actual number of days elapsed in the related Interest Accrual
      Period. All calculations of interest on the Class A Certificates, Class C
      Certificates and the Class C Interest will be made on the basis of a 360-day
      year consisting of twelve 30-day months. 

     

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and with respect to each Class of Certificates (other
      than
      the Class C, Class P and Residual Certificates), the sum of (i) the excess
      of
      (a) the Current Interest for such Class with respect to such Distribution Date
      and any prior Distribution Dates over (b) the amount actually distributed to
      such Class of Certificates with respect to interest on such Distribution Dates
      and (ii) interest thereon (to the extent permitted by applicable law) at the
      applicable Pass-Through Rate for such Class for the related Interest Accrual
      Period including the Interest Accrual Period relating to such Distribution
      Date.

     

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

     

    Interest
      Funds:
      For any
      Distribution Date, (i) the sum, without duplication, of (a) all scheduled
      interest during the related Due Period with respect to the related Mortgage
      Loans less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b)
      all
      Advances relating to interest with respect to the related Mortgage Loans
      remitted by the related Servicer, the Company or Master Servicer, as applicable,
      on or prior to the related Remittance Date, (c) all Compensating Interest with
      respect to the related Mortgage Loans required to be remitted by the Company
      pursuant to this Agreement or the related Servicer pursuant to the related
      Servicing Agreement with respect to such Distribution Date, (d) Net Liquidation
      Proceeds, Insurance Proceeds and Subsequent Recoveries with respect to the
      related Mortgage Loans collected during the prior calendar month (to the extent
      such Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
      relate to interest), (e) all amounts relating to interest with respect to each
      Mortgage Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03
      and
      by EMC pursuant to Section 4.21, (f) all amounts in respect of interest paid
      by
      the Master Servicer pursuant to Section 11.01, in each case to the extent
      remitted by the Company or the related Servicer, as applicable, to the Master
      Servicer Collection Account pursuant to this Agreement or the related Servicing
      Agreement and (g) the interest portion of any proceeds received from the
      exercise of an Optional Termination pursuant to Section 11.01 minus (ii) all
      amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and
      5.09
      or as otherwise set forth in this Agreement.

     

    Issuing
      Entity:
      Bear
      Stearns Asset Backed Securities I Trust 2007-AC3.

     

    Latest
      Possible Maturity Date:
      April
      25, 2037, which is the Distribution Date in the month following the final
      scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest
      scheduled maturity date as of the Cut-off Date. For purposes of the Treasury
      regulations under Sections 860A through 860G of the Code, the latest possible
      maturity date of each Regular Interest issued by REMIC I, REMIC II, REMIC III,
      REMIC IV and REMIC V shall be the Latest Possible Maturity Date.

     

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

     

    LIBOR
      Certificates:
      Any of
      the Class A, Class M and Class B Certificates.

     

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

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property.

     

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

     

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

     

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

     

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

     

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

     

    Marker
      Rate:
      With
      respect to REMIC II Regular Interest C and any Distribution Date, a per annum
      rate equal to two (2) times the weighted average of the Uncertificated REMIC
      I
      Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular
      Interests AA and P), with the rate on each such REMIC I Regular Interest (other
      than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated
      REMIC II Pass-Through Rate for the Corresponding Interest for the purpose of
      this calculation for such Distribution Date, and with the rate on REMIC I
      Regular Interest ZZ subject to a cap of zero for the purpose of this
      calculation; provided, however, that solely for this purpose, the related cap
      with respect to each REMIC I Regular Interest (other than REMIC I Regular
      Interests AA, A-1, P and ZZ) shall be multiplied by a fraction, the numerator
      of
      which is 30 and the denominator of which is the actual number of days in the
      related Interest Accrual Period.

     

    Master
      Servicer:
      As of
      the Closing Date, EMC Mortgage Corporation and, thereafter, its respective
      successors in interest who meet the qualifications of the Servicing Agreements
      and this Agreement.

     

    Master
      Servicer Collection Account:
      The
      trust account or accounts created and maintained pursuant to Section 5.01,
      which
      shall be denominated “EMC Mortgage Corporation, as Master Servicer for the
      benefit of the Wells Fargo Bank, National Association, in trust for registered
      Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
      Certificates, Series 2007-AC3 - Master Servicer Collection Account.” The Master
      Servicer Collection Account shall be an Eligible Account.

     

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

     

    Master
      Servicing Compensation:
      For any
      Distribution Date, any amounts earned on the investment of funds on deposit
      in
      the Master Servicer Collection Account.

     

    Maximum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the maximum Mortgage Rate thereunder.

     

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

     

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

     

    Mid
      America:
      Mid
      America Bank, fsb.

     

    Mid
      America Assignment Agreement:
      The
      Assignment, Assumption and Recognition Agreement, dated as of March 30, 2007,
      by
      and among the Seller, Mid America and the Trustee evidencing the assignment
      of
      the Mid America Servicing Agreement to the Trust, attached hereto as Exhibit
      R-3.

     

    Mid
      America Servicing Agreement:
      The
      Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006,
      between the Seller and Mid America, as amended by Amendment No. 1, dated as
      of
      February 1, 2006, attached hereto as Exhibit Q-3, as modified by the Mid America
      Assignment Agreement.

     

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

     

    Minimum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the minimum Mortgage Rate thereunder.

     

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

     

    Monthly
      Statement:
      The
      statement delivered pursuant to Section 6.06.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., and any successor thereto.

     

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

     

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

     

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

     

    Mortgage
      Loan Purchase Agreement:
      Shall
      mean the Mortgage Loan Purchase Agreement, dated as of March 30, 2007, between
      the Seller and the Depositor, as purchaser in the form attached hereto as
      Exhibit L.

     

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

     

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

     

    (a)  the
      city,
      state and zip code of the Mortgaged Property; 

     

    (b)  the
      property type;

     

    (c)  the
      Mortgage Interest Rate;

     

    (d)  the
      Servicing Fee Rate;

     

    (e)  [reserved];

     

    (f)  the
      LPMI
      Fee, if applicable;

     

    (g)  the
      Trustee Fee Rate, if applicable;

     

    (h)  the
      Net
      Rate;

     

    (i)  the
      maturity date;

     

    (j)  the
      stated original term to maturity;

     

    (k)  the
      stated remaining term to maturity;

     

    (l)  the
      original Principal Balance;

     

    (m)  the
      first
      payment date;

     

    (n)  the
      principal and interest payment in effect as of the Cut-off Date;

     

    (o)  the
      unpaid Principal Balance as of the Cut-off Date;

     

    (p)  the
      Loan-to-Value Ratio at origination;

     

    (q)  the
      insurer of any Primary Mortgage Insurance Policy;

     

    (r)  the
      MIN
      with respect to each MOM Loan;

     

    (s)  the
      Gross
      Margin, if applicable;

     

    (t)  the
      next
      Adjustment Date, if applicable;

     

    (u)  the
      Maximum Mortgage Rate, if applicable;

     

    (v)  the
      Minimum Mortgage Rate, if applicable;

     

    (w)  the
      Periodic Rate Cap, if applicable; 

     

    (x)  the
      Loan
      Group, if applicable;

     

    (y)  a
      code
      indicating whether the Mortgage Loan is negatively amortizing;

     

    (z)  which
      Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
      five, seven or ten years or any other period; 

     

    (aa)  the
      Prepayment Charge, if any;

     

    (bb)  lien
      position (e.g., first lien or second lien);

     

    (cc)  a
      code
      indicating whether the Mortgage Loan is has a balloon payment;

     

    (dd)  a
      code
      indicating whether the Mortgage Loan is an interest-only loan; 

     

    (ee)  the
      interest-only term, if applicable;

     

    (ff)  the
      Mortgage Loan Seller; and

     

    (gg)  the
      original amortization term.

     

    Such
      schedule also shall set forth for all of the Mortgage Loans, the total number
      of
      Mortgage Loans, the total of each of the amounts described under (n) and (o)
      above, the weighted average by principal balance as of the Cut-off Date of
      each
      of the rates described under (c) through (h) above, and the weighted average
      remaining term to maturity by unpaid principal balance as of the Cut-off
      Date.

     

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

     

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

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligors on a Mortgage Note.

     

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

     

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

     

    Net
      Rate Cap:
      With
      respect to the Class A-1 Certificates and Class A-2 Certificates and any
      Distribution Date, will be calculated based on an assumed certificate with
      a
      Certificate Principal Balance equal to the Certificate Principal Balance of
      the
      Class A-1 Certificates and a fixed pass-through rate of 6.500% per annum and
      a
      rate increase of 0.500% per annum after the Optional Termination Date, where
      if
      the weighted average of the Net Mortgage Rates on the Mortgage Loans is less
      than 6.500% per annum (or, after the Optional Termination Date, 7.000% per
      annum), the amount of the shortfall which would occur with respect to the
      assumed certificate will be allocated between the Class A-1 Certificates and
      Class A-2 Certificates in proportion to their current entitlements to interest
      calculated without regard to this cap, and the Net Rate Cap for each such Class
      for such Distribution Date will be equal to the Pass-Through Rate for such
      Class
      for such Distribution Date (determined without regard to the related Net Rate
      Cap) reduced by the shortfall for such Distribution Date allocable to such
      Class
      as determined pursuant to this sentence. For the avoidance of doubt, the Net
      Rate Cap will not be applicable to the Class A-1 Certificates and Class A-2
      Certificates for any Distribution Date on which the weighted average of the
      Net
      Mortgage Rates on the Mortgage Loans is equal to or greater than 6.500% per
      annum (or, after the Optional Termination Date, 7.000% per annum).

     

    With
      respect to the Class M Certificates and Class B Certificates and any
      Distribution Date, a per annum rate equal to the weighted average of the Net
      Mortgage Rates on the Mortgage Loans as of the first day of the related Due
      Period, adjusted for the actual numbers of days elapsed in the Interest Accrual
      Period.

     

    For
      federal income tax purposes, the Net Rate Cap with respect to each of the Class
      A-1 Certificates and Class A-2 Certificates and any Distribution Date shall
      be
      equal to the Uncertificated REMIC III Pass-Through Rate for such Distribution
      Date for the Regular Interest the ownership of which is represented by such
      Certificate. For federal income tax purposes, the Net Rate Cap with respect
      to
      each of the Class M Certificates and Class B Certificates and any Distribution
      Date shall be equal to a per annum rate equal to the weighted average (adjusted
      for the actual number of days elapsed in the related Interest Accrual Period)
      of
      the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for
      the
      REMIC II Regular Interest for which such Certificate is the Corresponding
      Certificate, weighted on the basis of the Uncertificated Principal Balance
      of
      such REMIC II Regular Interest immediately prior to such Distribution Date.
      

     

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

     

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

     

    Notional
      Amount:
      With
      respect to the Class A-2 Certificates and any Distribution Date, an amount
      equal
      to the Certificate Principal Balance of the Class A-1 Certificates for such
      Distribution Date. With respect to the Class C Certificates and any Distribution
      Date, an amount equal to the aggregate Stated Principal Balance of the Mortgage
      Loans. The initial Notional Amount of the Class C Certificates shall be
      $373,991,112.41. For federal income tax purposes, the Class C Certificates
      will
      have a Notional Amount equal to the Uncertificated Notional Amount of the Class
      C Interest.

     

    Offered
      Certificates:
      Any of
      the Class A-1, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class
      B-1,
      Class B-2 and Class B-3 Certificates. 

     

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

     

    One-Month
      LIBOR:
      With
      respect to any Interest Accrual Period and the LIBOR Certificates, the rate
      determined by the Trustee on the related Interest Determination Date on the
      basis of the rate for U.S. dollar deposits for one month that appears on
Reuters
      Screen LIBOR1 Page, which is the display page currently so designated on the
      Reuters Monitor Money Rates Service (or such other page as may replace that
      page
      on that service for the purpose of displaying comparable rates or
      prices),
      as of
      11:00 a.m. (London time) on such Interest Determination Date. If
      such
      rate does not appear on such page (or such other page as may replace that page
      on that service, or if such service is no longer offered, such other service
      for
      displaying One-Month LIBOR or comparable rates as may be reasonably selected
      by
      the Trustee), One-Month LIBOR for the applicable Interest Accrual Period will
      be
      the Reference Bank Rate. If no such quotations can be obtained by the Trustee
      and no Reference Bank Rate is available, One-Month LIBOR shall be One-Month
      LIBOR applicable to the preceding Interest Accrual Period. The establishment
      of
      One-Month LIBOR on each Interest Determination Date by the Trustee and the
      Trustee’s calculation of the rate of interest applicable to the LIBOR
      Certificates for the related Interest Accrual Period shall, in the absence
      of
      manifest error, be final and binding. One-Month LIBOR for the Class M
      Certificates and Class B Certificates and any Interest Accrual Period shall
      be
      calculated as described above. One-Month
      LIBOR for the initial Interest Accrual Period will be approximately 5.320%
      with
      regard to the Class A-1 Certificates and Class A-2 Certificates.

     

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

     

    Optional
      Termination:
      The
      termination of the Trust created hereunder as a result of the purchase of all
      of
      the assets of the Trust and any related REO Property pursuant to Section
      11.01.

     

    Optional
      Termination Date:
      The
      Distribution Date on which the Stated Principal Balance of all of the Mortgage
      Loans is equal to or less than 10% of the Stated Principal Balance of all of
      the
      Mortgage Loans as of the Cut-off Date.

     

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

     

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

     

    OTS:
      The
      Office of Thrift Supervision.

     

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

     

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

     

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

     

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

     

    Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      over the aggregate Certificate Principal Balance of the Certificates (other
      than
      the Class C Certificates and the Class P Certificates) on such Distribution
      Date
      (after taking into account the payment of principal other than any Extra
      Principal Distribution Amount on such Certificates).

     

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

     

    Overcollateralization
      Target Amount:
      With
      respect to any Distribution Date (a) prior to the Stepdown Date, 0.95% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date,
      (b) on or after the Stepdown Date and if a Trigger Event is not in effect,
      the
      greater of (i) the lesser of (1) 0.95% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date and (2) 1.90% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      and (ii) $1,869,956 or (c) on or after the Stepdown Date and if a Trigger Event
      is in effect, the Overcollateralization Target Amount for the immediately
      preceding Distribution Date.

     

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

     

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

     

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

     

    With
      respect to the Class C Interest, the Class C Interest shall not have a
      Pass-Through Rate, but the Current Interest for such interest and each
      Distribution Date shall be an amount equal to 100% of the interest distributable
      to REMIC II Regular Interest C.

     

    With
      respect to the Class C Certificates,
      the
      Class C Certificates shall not have a Pass-Through Rate, but Current Interest
      for such Certificates and each Distribution Date shall be an amount equal to
      100% of the amounts distributable to the Class C Interest for such Distribution
      Date.

     

    With
      respect to the Class P Certificate and the Class P Interest, 0.00% per
      annum.

     

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

     

    Periodic
      Rate Cap:
      With
      respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
      the fixed percentage set forth in the related Mortgage Note, which is the
      maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
      or
      decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
      Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
      prior
      to such Adjustment Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Prepayment
      Assumption:
      The
      applicable rate of prepayment, as described in the Prospectus
      Supplement.

     

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

     

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

     

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

     

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

     

    Prepayment
      Period:
      As to
      any Distribution Date (except the first Distribution Date) and each EMC Mortgage
      Loan, for each Principal Prepayment in full, the period commencing on the 16th
      day of the month prior to the month in which the related Distribution Date
      occurs and ending on the 15th day of the month in which such Distribution Date
      occurs (as to the first Distribution Date and any Mortgage Loan, the period
      commencing on the Cut-off Date and ending on the 15th day of the month in which
      such Distribution Date occurs) and for each partial Principal Prepayment, the
      calendar month prior to the month in which such Distribution Date occurs. As
      to
      any Distribution Date and each Mortgage Loan that is not an EMC Mortgage Loan,
      in accordance with the related Servicing Agreement

     

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

     

    Principal
      Distribution Amount:
      With
      respect to each Distribution Date, an amount equal to (x) the Principal Funds
      for such Distribution Date plus (y) any Extra Principal Distribution Amount
      for
      such Distribution Date, less (z) any Overcollateralization Release
      Amount.

     

    Principal
      Funds:
      With
      respect to any Distribution Date, (i) the sum, without duplication, of (a)
      all
      scheduled principal collected on the Mortgage Loans during the related Due
      Period, (b) all Advances relating to principal made with respect to the Mortgage
      Loans remitted by the related Servicer or Master Servicer, as applicable, on
      or
      prior to the Remittance Date, (c) Principal Prepayments with respect to the
      Mortgage Loans exclusive of Prepayment Charges or penalties collected during
      the
      related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
      Loan that was repurchased by the Seller pursuant to Sections 2.02 or 2.03 or
      by
      EMC pursuant to Section 4.21, (e) the aggregate of all Substitution Adjustment
      Amounts with respect to the Mortgage Loans for the related Determination Date
      in
      connection with the substitution of related Mortgage Loans pursuant to Section
      2.03(f), (f) Net Liquidation Proceeds, Insurance Proceeds and Subsequent
      Recoveries with respect to the Mortgage Loans collected during the prior
      calendar month (to the extent such Net Liquidation Proceeds, Insurance Proceeds
      and Subsequent Recoveries relate to principal) and remitted by the Company
      or
      the related Servicer to the Master Servicer Collection Account pursuant to
      this
      Agreement or the related Servicing Agreement and (g) amounts in respect of
      principal paid by the Majority Class C Certificateholder pursuant to Section
      11.01 minus (ii) all related amounts required to be reimbursed pursuant to
      Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this
      Agreement.

     

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

     

    Private
      Certificates:
      Any of
      the Class B-4, Class C, Class P and Class R Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated March 29, 2007 relating to the public offering
      of
      the Offered Certificates.

     

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

     

    PUD:
      A
      Planned Unit Development.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan (x) to be purchased pursuant to the applicable
      provisions of this Agreement or (y) that EMC has a right to purchase pursuant
      to
      Section 4.21 hereof, an amount equal to the sum of (i) 100% of the outstanding
      principal balance of the Mortgage Loan as of the date of such purchase plus
      (ii)
      accrued interest thereon at the applicable Mortgage Rate through the first
      day
      of the month in which the Purchase Price is to be distributed to
      Certificateholders, reduced by any portion of the Servicing Fee, Servicing
      Advances and Advances payable to the purchaser of the Mortgage Loan (iii)
      amounts advanced by the Company or the related Servicer in respect of such
      repurchased Mortgage Loan which are being held in the Master Servicer Collection
      Account for remittance to the Trustee and (iv) any costs and damages (if any)
      incurred by the Trust in connection with any violation of such Mortgage Loan
      of
      any predatory lending laws.

     

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

     

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

     

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

     

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

     

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

     

    Record
      Date:
      With
      respect to any Distribution Date and the Class A, Class M and Class B
      Certificates, so long as such Classes of Certificates are Book-Entry
      Certificates, the Business Day preceding such Distribution Date, and otherwise,
      the close of business on the last Business Day of the month preceding the month
      in which such Distribution Date occurs. With respect to the Class C, Class
      P and
      Residual Certificates, the close of business on the last Business Day of the
      month preceding the month in which such Distribution Date occurs.

     

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

     

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

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

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

     

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

     

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

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Relief Act.

     

    Remaining
      Excess Spread:
      With
      respect to any Distribution Date, the Excess Spread less any Extra Principal
      Distribution Amount, in each case for such Distribution Date.

     

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

     

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

     

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

     

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

     

    REMIC
      I Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
      Interest P) minus (ii) the aggregate Uncertificated Principal Balance of each
      REMIC I Regular Interest for which a REMIC II Regular Interest is a
      Corresponding Interest, in each case, as of such date of
      determination.

     

    REMIC
      I Overcollateralization Target Amount:
      1.00%
      of the Overcollateralization Target Amount.

     

    REMIC
      I Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to the product of (i) the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) 1 minus a fraction, the numerator of which is two (2)
      times
      the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest
      for which a REMIC II Regular Interest is a Corresponding Interest and the
      denominator of which is the aggregate Uncertificated Principal Balance of each
      REMIC I Regular Interest for which a REMIC II Regular Interest is a
      Corresponding Interest and REMIC I Regular Interest ZZ.

     

    REMIC
      I Regular Interest ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
      ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
      Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
      Amount, in each case for such Distribution Date, over (ii) the Uncertificated
      Accrued Interest on each REMIC I Regular Interest for which a REMIC II Regular
      Interest is a Corresponding Interest for the purpose of this calculation for
      such Distribution Date, with the rate on each such REMIC I Regular Interest
      subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for
      the
      Corresponding Interest; provided, however, that solely for this purpose, the
      related cap with respect to each REMIC I Regular Interest (other than REMIC
      I
      Regular Interest A-1) for which a REMIC II Regular Interest is a Corresponding
      Interest shall be multiplied by a fraction, the numerator of which is 30 and
      the
      denominator of which is the actual number of days in the related Interest
      Accrual Period.

     

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

     

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

     

    REMIC
      II Regular Interest C Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Uncertificated Accrued
      Interest for REMIC II Regular Interest C for such Distribution Date, (ii) any
      Overcollateralization Release Amount for such Distribution Date and (iii)
      without duplication, any Subsequent Recoveries not distributed to the Class
      A,
      Class M and Class B Certificates on such Distribution Date; provided, however,
      that on and after the Distribution Date on which the Certificate Principal
      Balances of the Class A, Class M and Class B Certificates have been reduced
      to
      zero, the REMIC II Regular Interest C Distribution Amount shall include the
      Overcollateralization Amount.

     

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

     

    REMIC
      IV:
      The
      segregated pool of assets consisting of the Class C Interest conveyed in trust
      to the Trustee, for the benefit of the Holders of the Class C Certificates
      and
      the Class RX Certificates (in respect of the Class R-4 Interest), with respect
      to which a separate REMIC election is to be made.

     

    REMIC
      V:
      The
      segregated pool of assets consisting of the Class P Interest conveyed in trust
      to the Trustee, for the benefit of the Holders of the Class P Certificates
      and
      the Class RX Certificates (in respect of the Class R-5 Interest), with respect
      to which a separate REMIC election is to be made.

     

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

     

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

     

    REMIC
      Regular Interests:
      The
      REMIC I Regular Interests and REMIC II Regular Interests.

     

    Remittance
      Date:
      Shall
      mean (i) with respect to the Company, the 18th
      day of
      any month or if such 18th
      day is
      not a Business Day, the first Business Day immediately preceding such
      18th
      day, and
      (ii) with respect to any other Servicer, the date specified in the related
      Servicing Agreement. 

     

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

     

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

     

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

     

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

     

    Reportable
      Event:
      As
      defined in Section 4.18.

     

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

     

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

     

    Reserve
      Fund:
      Shall
      mean the separate trust account created and maintained by the Trustee pursuant
      to Section 6.08 hereof.

     

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

     

    Residual
      Certificates:
      The
      Class R-1, Class R-2, Class R-3 and Class RX Certificates, each evidencing
      the
      sole class of Residual Interests in the related REMIC.

     

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

     

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

     

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

     

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

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations
      thereunder.

     

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

     

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

     

    Servicer:
      Any of
      EMC, Fifth Third or Mid America and their successors and assigns.

     

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

     

    Servicing
      Agreement:
      Any of
      the Fifth Third Servicing Agreement or the Mid America Servicing
      Agreement.

     

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

     

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

     

    Servicing
      Fee Rate:
      An
      amount ranging from 0.250% per annum to 0.625% per annum, each as set forth
      in
      the Mortgage Loan Schedule.

     

    Servicing
      Modification:
      Any
      modification of a Mortgage Loan which is effected by the Company in accordance
      with the terms of this Agreement.

     

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

     

    Significance
      Estimate:
      With
      respect to any Distribution Date, and in accordance with Item 1115 of Regulation
      AB, shall be an amount determined based on the reasonable good-faith estimate
      by
      the Seller or its affiliate of the aggregate maximum probable exposure of the
      outstanding Certificates to the Class A-1 Corridor Contract. 

     

    Significance
      Percentage:
      With
      respect to any Distribution Date, and in accordance with Item 1115 of Regulation
      AB, shall be an percentage equal to the Significance Estimate divided by the
      aggregate outstanding Certificate Principal Balance of the Adjustable Rate
      Certificates, prior to the distribution of the Principal Distribution Amount
      on
      such Distribution Date.

     

    Sponsor:
      EMC
      Mortgage Corporation, a Delaware corporation, and its successors and assigns,
      in
      its capacity as sponsor.

     

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

     

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

     

    Stepdown
      Date:
      The
      later to occur of (a) the Distribution Date in April 2010 and (b) the first
      Distribution Date on which the Current Specified Enhancement Percentage is
      greater than or equal to 14.70%.

     

    Subordinated
      Certificates:
      The
      Class M, Class B, Class C and Residual Certificates.

     

    Subsequent
      Recoveries:
      As of
      any Distribution Date, amounts received by the Master Servicer or any Servicer
      (net of any related expenses permitted to be reimbursed pursuant to Section
      6.05) or surplus amounts held by the Master Servicer and the related Servicer
      to
      cover estimated expenses (including, but not limited to, recoveries in respect
      of the representations and warranties made by the Seller pursuant to the
      Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that
      was the subject of a liquidation or final disposition of any REO Property as
      of
      the end of the prior calendar month that resulted in a Realized
      Loss.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency
      Event shall have occurred and be continuing or (ii) the aggregate amount of
      Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage
      of
      the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds
      the
      applicable percentages set forth below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	 	 
	
              April
                2010 to March
                2011

            	
              0.50%
                with respect to April 2010, plus an additional 1/12th of the difference
                between 0.85% and 0.50% for each month thereafter 

            
	
              April
                2011 to March 2012

            	
              0.85%
                with respect to April 2011, plus an additional 1/12th of the difference
                between 1.20% and 0.85% for each month thereafter 

            
	
              April
                2012 to March 2013

            	
              1.20%
                with respect to April 2012, plus an additional 1/12th of the difference
                between 1.45% and 1.20% for each month thereafter 

            
	
              April
                2013 and thereafter

            	
              1.45%
                

            


    

     

    Trust
      or Trust Fund:
      The
      corpus of the trust created hereunder consisting of (i) the Mortgage Loans
      and
      all interest accruing and principal due with respect thereto after the Cut-off
      Date to the extent not applied in computing the Cut-off Date Principal Balance
      thereof; (ii) the Class P Certificate Account, the Reserve Fund, the Class
      A-1/A-2 Net WAC Reserve Account, the Distribution Account maintained by the
      Trustee, the Master Servicer Collection Account maintained by the Master
      Servicer and the Protected Accounts maintained by the Company and the Servicers
      and all amounts deposited therein pursuant to the applicable provisions of
      this
      Agreement, the Class A-1 Corridor Contract and the Servicing Agreements; (iii)
      property that secured a Mortgage Loan and has been acquired by foreclosure,
      deed
      in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the
      Insurance Policies with respect to the Mortgage Loans; (v) the Servicing
      Agreements and the Assignment Agreements; (vi) the rights under the Mortgage
      Loan Purchase Agreement; and (vii) all proceeds of the foregoing, including
      proceeds of conversion, voluntary or involuntary, of any of the foregoing into
      cash or other liquid property. The Reserve Fund, the Class A-1/A-2 Net WAC
      Reserve Account, the Class A-1 Corridor Contract and Prepayment Charge Waiver
      Amounts shall not be included in REMIC I, REMIC II, REMIC III, REMIC IV or
      REMIC
      V.

     

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

     

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

     

    Trustee
      Fee Rate:
      0.015%
      per annum. 

     

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

     

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

     

    Uncertificated
      Notional Amount:
      With
      respect to REMIC II Regular Interest C and any Distribution Date, an amount
      equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular
      Interests (other than REMIC I Regular Interest P) for such Distribution
      Date.

     

    With
      respect to the Class C Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest C for such
      Distribution Date.

     

    With
      respect to the Regular Interest the ownership of which is represented by the
      Class A-2 Certificates, an amount equal to the Uncertificated Principal Balance
      of REMIC II Regular Interest A-1.

     

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

     

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

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to any Distribution Date and each REMIC II Regular Interest other than
      REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular
      Interest A-1, a per annum rate equal to the Pass-Through Rate for the Class
      of
      Corresponding Certificates for such Distribution Date; provided, however, that
      for this purpose the Net Rate Cap with respect to each such Class of
      Corresponding Certificates shall be equal to the weighted average of the
      Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
      (other than REMIC I Regular Interest P), weighted on the basis of the
      Uncertificated Principal Balances of each such REMIC I Regular Interest
      immediately prior to such Distribution Date.

     

    With
      respect to REMIC II Regular Interest A-1 and (i) any Distribution Date which
      occurs on or prior to the Optional Termination Date, the lesser of (a) 6.50%
      per
      annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
      Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest
      P),
      weighted on the basis of the Uncertificated Principal Balances of each such
      REMIC I Regular Interest immediately prior to such Distribution Date, and (ii)
      any Distribution Date thereafter, the lesser of (a) 7.00% per annum and (b)
      the
      weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC
      I Regular Interests (other than REMIC I Regular Interest P), weighted on the
      basis of the Uncertificated Principal Balances of each such REMIC I Regular
      Interest immediately prior to such Distribution Date.

     

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

     

    Uncertificated
      REMIC III Pass-Through Rate:
      With
      respect to the Regular Interest the ownership of which is represented by the
      Class A-1 Certificates and any Distribution Date, a per annum rate equal to
      the
      least of (A) One-Month LIBOR plus 0.400% per annum, (B) 6.500% per annum and
      (C)
      the weighted average of the Uncertificated REMIC II Pass-Through Rate for REMIC
      II Regular Interest A-1 for such Distribution Date, weighted on the basis of
      the
      Uncertificated Principal Balance of such REMIC II Regular Interest.

    


    With
      respect to the Regular Interest the ownership of which is represented by the
      Class A-2 Certificates and any Distribution Date, a per annum rate equal to
      the
      excess, if any, of (A) the Uncertificated REMIC II Pass-Through Rate for REMIC
      II Regular Interest A-1 over (B) the least of (1) One-Month LIBOR plus 0.400%
      per annum, (2) 6.500% per annum and (3) the weighted average of the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest A-1
      for
      such Distribution Date, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC II Regular Interest.

     

    Unpaid
      Realized Loss Amount:
      With
      respect to any Class A Certificates and as to any Distribution Date, is the
      excess of Applied Realized Loss Amounts with respect to such Class over the
      sum
      of all distributions in reduction of the Applied Realized Loss Amounts on all
      previous Distribution Dates. Any amounts distributed to the Class A Certificates
      in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
      the
      Certificate Principal Balance of such Class.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated (i) 91% to the Class A-1, Class M and Class B Certificates, (ii)
      3%
      to the Class C Certificates until paid in full, and (iii) 1% to each of the
      Class A-2, Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates,
      with the allocation among the Certificates (other than the Class C and Residual
      Certificates) to be in proportion to the Certificate Principal Balance of each
      Class relative to the Certificate Principal Balance of all other such Classes.
      Voting Rights will be allocated among the Certificates of each such Class in
      accordance with their respective Percentage Interests.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls. 

     

    For
      purposes of calculating the amount of Current Interest for the Class A, Class
      M,
      Class B and Class C Certificates for any Distribution Date, the aggregate amount
      of any Prepayment Interest Shortfalls (to the extent not covered by payments
      by
      the related Servicer pursuant to the related Servicing Agreement, the Company
      or
      the Master Servicer pursuant to Section 6.02) and any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated first, to the Class C Interest based on, and to the extent
      of, one month’s interest otherwise distributable thereto and, thereafter, among
      the Class A, Class M and Class B Certificates, on a pro
      rata
      basis,
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rates on the respective Certificate Principal Balances
      or Notional Amount of each such Certificate.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests (other than REMIC I Regular Interest P) for any
      Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
      (to the extent not covered by payments by the related Servicer pursuant to
      the
      related Servicing Agreement or the Master Servicer pursuant to Section 6.02)
      and
      any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
      for
      any Distribution Date shall be allocated first, to Uncertificated Accrued
      Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest
      ZZ
      up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount,
      98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA,
      each
      REMIC I Regular Interest for which a REMIC II Regular Interest is the
      Corresponding Interest and REMIC I Regular Interest ZZ, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests (other than REMIC II Regular Interest P) for any
      Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
      (to the extent not covered by payments by the related Servicer pursuant to
      the
      related Servicing Agreement or the Master Servicer pursuant to Section 6.02)
      and
      any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
      for
      any Distribution Date shall be allocated among such REMIC II Regular Interests
      in the same manner and priority as such amounts are allocable to the
      Corresponding Certificates and, in the case of REMIC II Regular Interest C,
      to
      the Class C Interest; provided, however, that solely for purposes of allocating
      such shortfalls to such REMIC II Regular Interests, any such shortfalls
      allocable to the Class A-2 Certificates shall be deemed to be allocated to
      the
      Class A-1 Certificates.

     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund. 

     

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

     

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

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders without recourse, all the right, title
      and
      interest of the Depositor in and to the Trust Fund.

     

    In
      connection with such sale, the Depositor has delivered to, and deposited with,
      or caused to be delivered to and deposited with, the Trustee or the Custodian,
      as its agent, the following documents or instruments with respect to each
      Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders
      thereto, endorsed without recourse (A) in blank or to the order of “Wells Fargo
      Bank, National Association, as Trustee for Certificateholders of Bear Stearns
      Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC3”, or
      (B) in the case of a loan registered on the MERS system, in blank, and in each
      case showing an unbroken chain of endorsements from the original payee thereof
      to the Person endorsing it to the Trustee, (ii) the original Mortgage and,
      if
      the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and
      language indicating that such Mortgage Loan is a MOM Loan, which shall have
      been
      recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original
      is not available, a copy), with evidence of such recording indicated thereon
      (or
      if clause (x) in the proviso below applies, shall be in recordable form), (iii)
      unless the Mortgage Loan is either a MOM Loan or has been assigned in the name
      of MERS®, the assignment (either an original or a copy, which may be in the form
      of a blanket assignment if permitted in the jurisdiction in which the Mortgaged
      Property is located) to the Trustee of the Mortgage with respect to each
      Mortgage Loan in the name of “Wells Fargo Bank, National Association, as Trustee
      for Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset
      Backed Certificates, Series 2007-AC3,” which shall have been recorded (or if
      clause (x) in the proviso below applies, shall be in recordable form) (iv)
      an
      original or a copy of all intervening assignments of the Mortgage, if any,
      with
      evidence of recording thereon, (v) with respect to any Mortgage Loan, the
      original policy of title insurance or mortgagee’s certificate of title insurance
      or commitment or binder for title insurance or, in the event such original
      title
      policy has not been received from the title insurer, such title policy will
      be
      delivered within one year of the Closing Date or, in the event such original
      title policy is unavailable, a photocopy of such title policy, or, in lieu
      thereof, a current lien search on the related Mortgaged Property; and (vi)
      originals or copies of all available assumption, modification or substitution
      agreements, if any; provided, however, that in lieu of the foregoing, EMC may
      deliver the following documents, under the circumstances set forth below: (x)
      if
      any Mortgage (other than the Mortgages related to the EMC Flow Loans),
      assignment thereof to or intervening assignments thereof have been delivered
      or
      are being delivered to recording offices for recording and have not been
      returned in time to permit their delivery as specified above, the Depositor
      may
      deliver, or cause to be delivered, a true copy thereof with a certification
      by
      EMC or the title company issuing the commitment for title insurance, on the
      face
      of such copy, substantially as follows: “Certified to be a true and correct copy
      of the original”; (y) in lieu of the Mortgage (other than the Mortgages related
      to the EMC Flow Loans), assignment or intervening assignments thereof, if the
      applicable jurisdiction retains the originals of such documents (as evidenced
      by
      a certification from the Depositor to such effect) the Depositor may deliver,
      or
      cause to be delivered, photocopies of such documents containing an original
      certification by the judicial or other governmental authority of the
      jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
      Notes relating to the Mortgage Loans identified in the list set forth in Exhibit
      I, the Depositor may deliver, or cause to be delivered, a lost note affidavit
      and indemnity and a copy of the original note, if available; and provided,
      further, however, that in the case of Mortgage Loans which have been prepaid in
      full after the Cut-off Date and prior to the Closing Date, the Depositor, in
      lieu of delivering the above documents, may deliver, or cause to be delivered,
      to the Trustee and the Custodian a certification of a Servicing Officer to
      such
      effect and in such case shall deposit all amounts paid in respect of such
      Mortgage Loans, in the Protected Account, in the Master Servicer Collection
      Account or in the Distribution Account on the Closing Date. In the case of
      the
      documents referred to in clause (x) above, the Depositor shall deliver, or
      cause
      to be delivered, such documents to the Trustee or the Custodian promptly after
      they are received. 

     

    The
      Seller shall cause, at its expense, the Mortgage and intervening assignments,
      if
      any, and to the extent required in accordance with the foregoing, the assignment
      of the Mortgage to the Trustee to be submitted for recording promptly after
      the
      Closing Date; provided that, the Seller need not cause to be recorded (a) any
      assignment in any jurisdiction under the laws of which, as evidenced by an
      Opinion of Counsel addressed to the Trustee delivered by the Seller to the
      Trustee and the Rating Agencies, the recordation of such assignment is not
      necessary to protect the Trustee’s interest in the related Mortgage Loan or (b)
      if MERS is identified on the Mortgage or on a properly recorded assignment
      of
      the Mortgage as the mortgagee of record solely as nominee for the Seller and
      its
      successors and assigns. In the event that the Seller, the Depositor or the
      Master Servicer gives written notice to the Trustee that a court has
      recharacterized the sale of the Mortgage Loans as a financing, the Seller shall
      submit or cause to be submitted for recording as specified above each such
      previously unrecorded assignment to be submitted for recording as specified
      above at the expense of the Trust. In the event a Mortgage File is released
      to
      the Master Servicer as a result of such Person having completed a Request for
      Release, the Custodian shall, if not so completed, complete the assignment
      of
      the related Mortgage in the manner specified in clause (iii) above.

     

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

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Trustee or the Custodian on its behalf are and shall be held by or on behalf
      of
      the Seller or the Depositor, as the case may be, in trust for the benefit of
      the
      Trustee on behalf of the Certificateholders. Any such original document
      delivered to or held by the Depositor, shall be delivered promptly to the
      Custodian on the Trustee’s behalf. 

     

    Whenever
      it is provided for in this Agreement that any document, evidence or information
      relating to a Mortgage Loan to be included in a Mortgage File be delivered
      or
      supplied to the Trustee, such delivery or supply shall be made to the Custodian
      pursuant to the Custodial Agreement.

     

    Section
      2.02  Acceptance
      of the Mortgage Loans. 

     

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

     

    (b)  No
      later
      than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
      will review, for the benefit of the Certificateholders, the Mortgage Files
      and
      will execute and deliver or cause to be executed and delivered to the Seller,
      the Master Servicer and, if reviewed by the Custodian, to the Trustee, a Final
      Certification. In conducting such review, the Trustee or the Custodian on its
      behalf will ascertain whether each document required to be recorded has been
      returned from the recording office with evidence of recording thereon and the
      Trustee or the Custodian on its behalf has received either an original or a
      copy
      thereof, as required in Section 2.01 (provided, however, that with respect
      to
      those documents described in subclauses (iv) and (vi) of Section 2.01, such
      obligations shall extend only to documents actually delivered pursuant to such
      subclauses). If the Trustee or the Custodian on its behalf finds any document
      with respect to a Mortgage Loan has not been received, or to be unrelated,
      determined on the basis of the Mortgagor name, original principal balance and
      loan number, to the Mortgage Loans identified in Exhibit B or to appear
      defective on its face, the Trustee or the Custodian on its behalf shall note
      such defect in the exception report attached to the Final Certification and
      shall promptly notify the Seller. The Seller shall correct or cure any such
      defect or, if prior to the end of the second anniversary of the Closing Date,
      the Seller may substitute for the related Mortgage Loan a Replacement Mortgage
      Loan, which substitution shall be accomplished in the manner and subject to
      the
      conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
      of Counsel addressed to the Trustee to the effect that such defect does not
      materially or adversely affect the interests of Certificateholders in such
      Mortgage Loan within 90 days from the date of notice from the Trustee of the
      defect and if the Seller is unable within such period to correct or cure such
      defect, or to substitute the related Mortgage Loan with a Replacement Mortgage
      Loan or to deliver such opinion, the Seller shall, subject to Section 2.03,
      within 90 days from the notification of the Trustee, purchase such Mortgage
      Loan
      at the Purchase Price; provided, however, that if such defect relates solely
      to
      the inability of the Seller to deliver the Mortgage, assignment thereof to
      the
      Trustee or intervening assignments thereof with evidence of recording thereon,
      because such documents have not been returned by the applicable jurisdiction,
      the Seller shall not be required to purchase such Mortgage Loan, if the Seller
      delivers such documents promptly upon receipt, but in no event later than 360
      days after the Closing Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)  EMC
      as
      Master Servicer hereby covenants to the Depositor, the Company and the Trustee
      as follows, as of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

    (d)  Wells
      Fargo Bank, National Association, in its capacity as Trustee hereby represents
      and warrants to the Seller, the Master Servicer and the Depositor as follows,
      as
      of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

    (e)  The
      Seller hereby represents and warrants to the Depositor, the Master Servicer
      and
      the Trustee as follows, as of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that
      materially and adversely affects the interests of the Certificateholders in
      any
      Mortgage Loan, the party discovering such breach shall give prompt written
      notice thereof to the other parties of this Agreement. The Seller hereby
      covenants with respect to the representations and warranties set forth in
      Section 7 of the Mortgage Loan Purchase Agreement, that within 90 days of the
      discovery of a breach of any representation or warranty set forth therein that
      materially and adversely affects the interests of the Certificateholders in
      any
      Mortgage Loan, it shall cure such breach in all material respects and, if such
      breach is not so cured, (i) if such 90-day period expires prior to the second
      anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
      Loan, in the manner and subject to the conditions set forth in this Section;
      or
      (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
      at
      the Purchase Price in the manner set forth below; provided that, any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee and the Master Servicer
      of
      an Opinion of Counsel if required by Section 2.05 hereof and any such
      substitution pursuant to (i) above shall not be effected prior to the additional
      delivery to the Custodian of a Request for Release. The Seller shall, or cause
      the related Servicer to, furnish to the Master Servicer and the Trustee the
      Officer’s Certificate required under Section 2.03(f) relating to such cure. If
      the Trustee has received (or has given, as the case may be) written notice
      of
      such a breach of a representation or warranty, the Trustee shall give prompt
      written notice to the Master Servicer and the Seller, if within 90 days of
      its
      receipt (or giving, as the case may be) of such notice of breach, the Trustee
      does not receive an Officer’s Certificate as described in the preceding sentence
      certifying as to the cure of such breached representation or warranty. The
      Seller shall promptly reimburse the Trustee for any expenses reasonably incurred
      by the Trustee in respect of enforcing the remedies for such breach. To enable
      the Trustee to amend the Mortgage Loan Schedule, the Seller shall, unless it
      cures such breach in a timely fashion pursuant to this Section 2.03, promptly
      notify the Trustee whether it intends either to repurchase, or to substitute
      for, the Mortgage Loan affected by such breach. With respect to the
      representations and warranties in Section 7 of the Mortgage Loan Purchase
      Agreement that are made to the best of the Seller’s knowledge, if it is
      discovered by any of the Depositor, the Master Servicer, the Seller or the
      Trustee that the substance of such representation and warranty is inaccurate
      and
      such inaccuracy materially and adversely affects the value of the related
      Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to
      the substance of such representation or warranty, the Seller shall nevertheless
      be required to cure, substitute for or repurchase the affected Mortgage Loan
      in
      accordance with the foregoing.

     

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

     

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

     

    In
      the
      event that the Seller shall have repurchased a Mortgage Loan, the Purchase
      Price
      therefor shall be deposited into the Master Servicer Collection Account
      maintained by the Master Servicer, on the Determination Date for the
      Distribution Date in the month following the month during which the Seller
      became obligated to repurchase or replace such Mortgage Loan and upon such
      deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
      by Section 2.05 and the receipt of a Request for Release, the Trustee or the
      Custodian shall release the related Mortgage File held for the benefit of the
      Certificateholders to the Seller, and the Trustee shall execute and deliver
      at
      such Person’s direction the related instruments of transfer or assignment
      prepared by the Seller, in each case without recourse, representation or
      warranty as shall be necessary to transfer title from the Trustee for the
      benefit of the Certificateholders and transfer the Trustee’s interest to the
      Seller to any Mortgage Loan purchased pursuant to this Section 2.03. It is
      understood and agreed that the obligation under this Agreement of the Seller
      to
      cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
      and is continuing shall constitute the sole remedies against the Seller
      respecting such breach available to the Certificateholders, the Depositor or
      the
      Trustee. 

     

    In
      connection with any repurchase or substitution of a Mortgage Loan or the cure
      of
      a breach of a representation or warranty set forth in Section 7 of the Mortgage
      Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall, or
      cause the related Servicer to, promptly furnish to the Master Servicer and
      the
      Trustee an Officer’s Certificate, signed by a duly authorized officer of the
      Seller or the related servicer, as the case may be, to the effect that such
      repurchase, substitution or cure has been made in accordance with the terms
      and
      conditions of this Agreement and that all conditions precedent to such
      repurchase, substitution or cure have been satisfied, including the delivery
      to
      the Trustee of the Purchase Price or Substitution Adjustment Amount, as
      applicable, for deposit into the Distribution Account, together with copies
      of
      any Opinion of Counsel required to be delivered pursuant to this Agreement
      and
      the related Request for Release, on which the Master Servicer and the Trustee
      may rely. Solely for purposes of the Trustee providing an Assessment of
      Compliance, upon receipt of such documentation, the Trustee shall approve such
      repurchase, substitution or cure, as applicable, and which approval shall
      consist solely of the Trustee’s receipt of such documentation and deposits. It
      is understood and agreed that the obligation under this Agreement of the Seller
      to cure the breach of a representation or warranty set forth in Section 7 of
      the
      Mortgage Loan Purchase Agreement or to repurchase or replace any Mortgage Loan
      as to which a breach has occurred and is continuing shall constitute the sole
      remedies against the Seller respecting such breach available to
      Certificateholders, the Depositor or the Trustee.

     

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

     

    Section
      2.04  Representations
      and Warranties of the Depositor. 

     

    The
      Depositor hereby represents and warrants to the Master Servicer and the Trustee
      as follows, as of the date hereof and as of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.06  Countersignature
      and Delivery of Certificates. 

     

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

     

    (b)  The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests and the other assets of REMIC II for the benefit of the
      holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
      Trustee acknowledges receipt of the REMIC I Regular Interests (which are
      uncertificated) and the other assets of REMIC II and declares that it holds
      and
      will hold the same in trust for the exclusive use and benefit of the holders
      of
      the REMIC II Regular Interests and the Class R-2 Certificates.

     

    (c)  The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests and the other assets of REMIC III for the benefit of the
      holders of the Certificates (other than the Class C, Class P and Class R
      Certificates), the Class C Interest, the Class P Interest and the Class R-3
      Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests
      (which are uncertificated) and the other assets of REMIC III and declares that
      it holds and will hold the same in trust for the exclusive use and benefit
      of
      the holders of the Certificates (other than the Class C, Class P and Class
      R
      Certificates), the Class C Interest, the Class P Interest and the Class R-3
      Certificates.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      C Interest for the benefit of the Holders of the Class C Certificates and the
      Class RX Certificates (in respect of the Class R-4 Interest). The Trustee
      acknowledges receipt of the Class C Interest (which is uncertificated) and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the Class C Certificates and the Class RX Certificates
      (in respect of the Class R-4 Interest).

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest for the benefit of the Holders of the Class P Certificates and the
      Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
      acknowledges receipt of the Class P Interest (which is uncertificated) and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the Class P Certificates and the Class RX Certificates
      (in respect of the Class R-5 Interest).

     

    Section
      2.07  Purposes
      and Powers of the Trust. 

     

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

     

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

     

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

     

    (c)  to
      make
      distributions on the Certificates;

     

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

     

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

     

    (f)  The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement while any Certificate
      is outstanding, and this Section 2.07.

     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF

    EMC
      MORTGAGE LOANS BY COMPANY

     

    Section
      3.01  The
      Company. 

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.03  Subservicers. 

     

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

     

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

     

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

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      EMC Mortgage Loans involving a subservicer shall be deemed to be between such
      subservicer and the Company alone, and the Trustee shall not have any
      obligations, duties or liabilities with respect to such subservicer including
      any obligation, duty or liability of the Trustee to pay such subservicer’s fees
      and expenses. For purposes of remittances to the Master Servicer pursuant to
      this Agreement, the Company shall be deemed to have received a payment on an
      EMC
      Mortgage Loan when a subservicer has received such payment.

     

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

     

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

     

    Section
      3.05  Maintenance
      of Hazard Insurance. 

     

    The
      Company shall cause to be maintained, for each EMC Mortgage Loan, hazard
      insurance on buildings upon, or comprising part of, the Mortgaged Property
      against loss by fire, hazards of extended coverage and such other hazards as
      are
      customary in the area where the related Mortgaged Property is located with
      an
      insurer which is licensed to do business in the state where the related
      Mortgaged Property is located. Each such policy of standard hazard insurance
      shall contain, or have an accompanying endorsement that contains, a standard
      mortgagee clause. The Company shall also cause flood insurance to be maintained
      on property acquired upon foreclosure or deed in lieu of foreclosure of any
      EMC
      Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any
      amounts collected by the Company under any such policies (other than the amounts
      to be applied to the restoration or repair of the related Mortgaged Property
      or
      property thus acquired or amounts released to the Mortgagor in accordance with
      the Company’s normal servicing procedures) shall be deposited in the Protected
      Account maintained by the Company. Any cost incurred by the Company in
      maintaining any such insurance shall not, for the purpose of calculating monthly
      distributions to the Certificateholders or remittances to the Trustee for their
      benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
      that the terms of the EMC Mortgage Loan so permit. Such costs shall be
      recoverable by the Company out of late payments by the related Mortgagor or
      out
      of Liquidation Proceeds to the extent permitted by Section 3.09. It is
      understood and agreed that no earthquake or other additional insurance is to
      be
      required of any Mortgagor or maintained on property acquired in respect of
      a
      Mortgage other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional insurance. If the
      Mortgaged Property is located at the time of origination of the related EMC
      Mortgage Loan in a federally designated special flood hazard area and such
      area
      is participating in the national flood insurance program, the Company shall
      cause flood insurance to be maintained with respect to such EMC Mortgage Loan.
      Such flood insurance shall be in an amount equal to the least of (i) the Stated
      Principal Balance of the related EMC Mortgage Loan, (ii) minimum amount required
      to compensate for damage or loss on a replacement cost basis or (iii) the
      maximum amount of such insurance available for the related Mortgaged Property
      under the Flood Disaster Protection Act of 1973, as amended.

     

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

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      3.07  Maintenance
      of the Primary Mortgage Insurance Policies. 

     

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

     

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

     

    Section
      3.08  Fidelity
      Bond, Errors and Omissions Insurance. 

     

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

     

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

     

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

     

    (a)  The
      Company shall use reasonable efforts to foreclose upon or otherwise comparably
      convert the ownership of properties securing such of the EMC Mortgage Loans
      as
      come into and continue in default and as to which no satisfactory arrangements
      can be made for collection of delinquent payments. In connection with such
      foreclosure or other conversion, the Company shall follow such practices and
      procedures as it shall deem necessary or advisable and as shall be normal and
      usual in its general mortgage servicing activities and the requirements of
      the
      insurer under any Required Insurance Policy; provided that the Company shall
      not
      be required to expend its own funds in connection with any foreclosure or
      towards the restoration of any property unless it shall determine (i) that
      such
      restoration and/or foreclosure will increase the proceeds of liquidation of
      the
      EMC Mortgage Loan after reimbursement from the Master Servicer of such expenses
      and (ii) that such expenses will be recoverable to it through Insurance Proceeds
      or Liquidation Proceeds (respecting which it shall have priority for purposes
      of
      withdrawals from the Protected Accounts maintained by the Company pursuant
      to
      Section 5.02 or reimbursement from the Master Servicer pursuant to Section
      3.09,
      as applicable). If the Company reasonably believes that Liquidation Proceeds
      with respect to any such EMC Mortgage Loan would not be increased as a result
      of
      such foreclosure or other action, such EMC Mortgage Loan will be charged-off
      and
      will become a Liquidated Loan. The Company will give notice of any such
      charge-off to the Master Servicer. The Company shall be responsible for all
      other costs and expenses incurred by it in any such proceedings; provided that
      such costs and expenses shall be Servicing Advances and that it shall be
      entitled to reimbursement thereof from the proceeds of liquidation of the
      related Mortgaged Property, as contemplated in Section 5.02. If the Company
      has
      knowledge that a Mortgaged Property that the Company is contemplating acquiring
      in foreclosure or by deed- in-lieu of foreclosure is located within a one-mile
      radius of any site with environmental or hazardous waste risks known to the
      Company, the Company will, prior to acquiring the related Mortgaged Property,
      consider such risks and only take action in accordance with its established
      environmental review procedures.

     

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

     

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

     

    The
      decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
      be
      subject to a determination by the Company that the proceeds of such foreclosure
      would exceed the costs and expenses of bringing such a proceeding. The income
      earned from the management of any Mortgaged Properties acquired through
      foreclosure or other judicial proceeding, net of reimbursement to the Company
      for expenses incurred (including any property or other taxes) in connection
      with
      such management and net of unreimbursed Servicing Fees, Advances, Servicing
      Advances and any management fee paid or to be paid with respect to the
      management of such Mortgaged Property in each case to the extent permitted
      under
      Section 5.02, shall be applied to the payment of principal of, and interest
      on,
      the related defaulted EMC Mortgage Loans (with interest accruing as though
      such
      Mortgage Loans were still current) and all such income shall be deemed, for
      all
      purposes in the Agreement, to be payments on account of principal and interest
      on the related Mortgage Notes and shall be deposited into the Protected Accounts
      maintained by the Company. To the extent the income received during a Prepayment
      Period is in excess of the amount attributable to amortizing principal and
      accrued interest at the related Mortgage Rate on the related EMC Mortgage Loan,
      such excess shall be considered to be a partial Principal Prepayment for such
      Mortgage Loan for all purposes hereof.

     

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

     

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

     

    (b)  On
      each
      Determination Date, the Company shall determine the respective aggregate amounts
      of Excess Liquidation Proceeds and Realized Losses, if any, for the prior
      calendar month.

     

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

     

    (d)  The
      Master Servicer will fully reimburse the Company for Servicing Advances and
      Advances related to Liquidation Proceeds on the Remittance Date after such
      Servicing Advances and Advances are approved; provided, however, the Company
      must provide documentation in the form of Exhibit U hereto to the Master
      Servicer seeking approval within 90 days of final liquidation of a Mortgage
      Loan. The Master Servicer will provide such approval or denial to the Company
      no
      later than thirty (30) days after receipt of such claim; provided, however,
      such
      claim must be complete with all supporting documentation. The Company’s
      obligation to make such Servicing Advances and Advances as to any Mortgage
      Loan
      will continue through the final liquidation of the Mortgaged Property, unless
      the Company deems such advance nonrecoverable and submits an officer’s
      certificate in accordance with Section 6.01.

     

    Section
      3.10  Servicing
      Compensation. 

     

    As
      compensation for its activities hereunder and under the Servicing Agreement,
      each Servicer shall be entitled to retain or withdraw from its Protected
      Accounts out of each payment of interest on a Mortgage Loan included in the
      Trust Fund an amount equal to the related Servicing Fee.

     

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

     

    Section
      3.11  REO
      Property. 

     

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

     

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

     

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

     

    Section
      3.12  Liquidation
      Reports. 

     

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

     

    Section
      3.13  Books
      and
      Records. 

     

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

     

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

     

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

     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER

    SERVICING
      OF MORTGAGE LOANS BY

    MASTER
      SERVICER

    Section
      4.01  Master
      Servicer. 

     

    The
      Master Servicer shall, beginning on the Closing Date, supervise, monitor and
      oversee the obligation of the Company and the related Servicer to service and
      administer the Mortgage Loans in accordance with the terms of this Agreement
      and
      the related Servicing Agreement and shall have full power and authority to
      do
      any and all things which it may deem necessary or desirable in connection with
      such master servicing and administration. In performing its obligations
      hereunder, the Master Servicer shall act in a manner consistent with Accepted
      Master Servicing Practices. Furthermore, the Master Servicer shall oversee
      and
      consult with the Company and the related Servicer as necessary from time to
      time
      to carry out the Master Servicer’s obligations hereunder, shall receive, review
      and evaluate all reports, information and other data provided to the Master
      Servicer by the Company and the related Servicer and shall cause the Company
      and
      related Servicer to perform and observe the covenants, obligations and
      conditions to be performed or observed by such Person under this Agreement
      and
      the related Servicing Agreement. The
      Master Servicer shall independently and separately monitor the Company and
      the
      related Servicer’s servicing activities with respect to each related Mortgage
      Loan, reconcile the results of such monitoring with such information provided
      in
      the previous sentence on a monthly basis and coordinate corrective adjustments
      to the Company’s, the related Servicer’s and Master Servicer’s records, and
      based on such reconciled and corrected information, the Master Servicer shall
      provide such information to the Trustee as shall be necessary in order for
      it to
      prepare the statements specified in Section 6.06 by 2:00 p.m. Central Standard
      Time on the 5th Business Day prior to each Distribution Date, and prepare any
      other information and statements required to be forwarded by the Master Servicer
      hereunder; provided, however, in no event shall the Master Servicer be required
      to provide such information to the Trustee earlier than 2:00 p.m. Central
      Standard Time on the 19th calendar day of the month.
      The
      Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with
      the actual remittances of the Servicers pursuant to the applicable Servicing
      Agreement. The Master Servicer shall be entitled to conclusively rely on the
      Mortgage Loan data provided by the related Servicer and shall have no liability
      for any errors in such Mortgage Loan data.

     

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

     

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

     

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

     

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

     

    Section
      4.02  REMIC-Related
      Covenants. 

     

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

     

    Section
      4.03  Monitoring
      of Company and Servicer. 

     

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

     

    (b)  The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Company under this Agreement and the
      related Servicer under the related Servicing Agreement, and shall, in the event
      that a Servicer, other than the Company, fails to perform its obligations in
      accordance with this Agreement or the related Servicing Agreement, subject
      to
      the preceding paragraph, terminate the rights and obligations of such Person
      thereunder and act as servicer of the related Mortgage Loans or to cause the
      Trustee to enter into a new Servicing Agreement with a successor Servicer
      selected by the Master Servicer; provided, however, it is understood and
      acknowledged by the parties hereto that there shall be a period of transition
      (not to exceed 90 days) before the actual servicing functions can be fully
      transferred to such successor servicer. In
      the event that the Company fails to perform its obligations in accordance with
      this Agreement, subject to the preceding paragraph,
      the Master Servicer shall notify the Trustee in writing of such failure.
      Pursuant to its receipt of such notification from the Master Servicer, the
      Trustee shall terminate the rights and obligations of the Company under this
      Agreement and enter into a new Servicing Agreement with a successor servicer
      selected by the Trustee; provided, however, it is understood and acknowledged
      by
      the parties hereto that there will be a period of transition (not to exceed
      90
      days) before the actual servicing functions can be fully transferred to such
      successor servicer. In either event, such enforcement, including, without
      limitation, the legal prosecution of claims, termination of the related
      Servicing Agreement and the pursuit of other appropriate remedies, shall be
      in
      such form and carried out to such an extent and at such time as the Master
      Servicer (or in the case the Company is terminated as the Servicer, the
      successor servicer or the Trustee, as applicable) in its good faith business
      judgment, would require were it the owner of the related Mortgage Loans. The
      Master Servicer shall pay the costs of such enforcement at its own expense,
      subject to its right of reimbursement pursuant to the provisions of this
      Agreement or the related Servicing Agreement, provided that the Master Servicer
      shall not be required to prosecute or defend any legal action except to the
      extent that the Master Servicer shall have received reasonable indemnity for
      its
      costs and expenses in pursuing such action. In the event that the Company is
      terminated as the Servicer, the Trustee shall pay the costs of such enforcement
      at its own expense, subject to its right to be reimbursed for such costs from
      the Distribution Account pursuant to Section 5.09; provided that, the Trustee
      shall not be required to prosecute or defend any legal action except to the
      extent that the Trustee shall have received reasonable indemnity for its costs
      and expenses in pursuing such action. Nothing herein shall impose any obligation
      on the part of the Trustee to assume or succeed to the duties or obligations
      of
      the Company or the Master Servicer unless the Trustee has not been able to
      find
      a successor servicer or a successor master servicer.

     

    (c)  To
      the
      extent that the costs and expenses of the Master Servicer or the Trustee, as
      applicable, related to any termination of a Servicer, or the enforcement or
      prosecution of related claims, rights or remedies or the appointment of a
      successor Servicer or the transfer and assumption of servicing by the Master
      Servicer or the Trustee, as applicable, with respect to this Agreement or the
      related Servicing Agreement (including, without limitation, (i) all legal costs
      and expenses and all due diligence costs and expenses associated with an
      evaluation of the potential termination of the Company or a Servicer as a result
      of an event of default by such Person and (ii) all costs and expenses associated
      with the complete transfer of servicing, including all servicing files and
      all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the successor servicer to correct any errors or
      insufficiencies in the servicing data or otherwise to enable the successor
      service to service the Mortgage Loans in accordance with this Agreement or
      the
      related Servicing Agreement) are not fully and timely reimbursed by the
      terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
      be
      entitled to reimbursement of such costs and expenses from the Master Servicer
      Collection Account, pursuant to Section 5.07.

     

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

     

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

     

    Section
      4.04  Fidelity
      Bond. 

     

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

     

    Section
      4.05  Power
      to
      Act; Procedures. 

     

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

     

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

     

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

     

    Section
      4.07  Release
      of Mortgage Files. 

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.09  Standard
      Hazard Insurance and Flood Insurance Policies. 

     

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

     

    (b)  Pursuant
      to Sections 5.01 and 5.06 any amounts collected by the Company, the Servicers
      or
      the Master Servicer, or by the Company or the Servicers, under any insurance
      policies (other than amounts to be applied to the restoration or repair of
      the
      property subject to the related Mortgage or released to the Mortgagor in
      accordance with this Agreement or the Servicing Agreements) shall be deposited
      by the Company in its Protected Account or by the related Servicer or the Master
      Servicer into the Master Servicer Collection Account, subject to withdrawal
      pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable. Any cost incurred
      by the Master Servicer, the Company or the related Servicer in maintaining
      any
      such insurance if the Mortgagor defaults in its obligation to do so shall be
      added to the amount owing under the Mortgage Loan where the terms of the
      Mortgage Loan so permit; provided, however, that the addition of any such cost
      shall not be taken into account for purposes of calculating the distributions
      to
      be made to Certificateholders and shall be recoverable by the Master Servicer,
      the Company or the related Servicer pursuant to Sections 5.02, 5.04, 5.05 and
      5.07, as applicable.

     

    Section
      4.10  Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      4.11  Maintenance
      of the Primary Mortgage Insurance Policies. 

     

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

     

    (b)  The
      Master Servicer agrees to cause the Company and the related Servicer (to the
      extent required under this Agreement and the related Servicing Agreement) to
      present, on behalf of the Trustee and the Certificateholders, claims to the
      insurer under any Primary Mortgage Insurance Policies and, in this regard,
      to
      take such reasonable action as shall be necessary to permit recovery under
      any
      Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.
      Pursuant to Sections 5.01 and 5.06, any amounts collected by the Company or
      the
      related Servicer under any Primary Mortgage Insurance Policies shall be
      deposited by the Company in its Protected Account or by the Master Servicer
      in
      the Master Servicer Collection Account, subject to withdrawal pursuant to
      Section 5.07.

     

    Section
      4.12  Trustee
      to Retain Possession of Certain Insurance Policies and Documents. 

     

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

     

    Section
      4.13  Realization
      Upon Defaulted Mortgage Loans. 

     

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

     

    Section
      4.14  Compensation
      for the Master Servicer. 

     

    The
      Master Servicer will be entitled to receive all income and gain realized from
      any investment of funds in the Master Servicer Collection Account for the
      performance of its activities hereunder. The Master Servicer shall be required
      to pay all expenses incurred by it in connection with its activities hereunder
      and shall not be entitled to reimbursement therefor except as provided in this
      Agreement. 

     

    Section
      4.15  REO
      Property. 

     

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

     

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

     

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

     

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

     

    Section
      4.16  Annual
      Statement as to Compliance. 

     

    The
      Company as a Servicer, the Master Servicer and the Trustee shall deliver (or
      otherwise make available) to the Depositor and the Trustee not later than March
      15th
      of each
      calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of each such party during the preceding calendar year and of its
      performance under this Agreement or other applicable servicing agreement has
      been made under such officer’s supervision and (ii) to the best of such
      officer’s knowledge, based on such review, such party has fulfilled all of its
      obligations under this Agreement or other applicable servicing agreement in
      all
      material respects throughout such year, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of the cure provisions
      thereof. Such Annual Statement of Compliance shall contain no restrictions
      or
      limitations on its use. The Master Servicer shall enforce the obligations of
      each Servicer, to the extent set forth in the related Servicing Agreement,
      to
      deliver a similar Annual Statement of Compliance by that Servicer to the
      Depositor and the Trustee as described above as and when required with respect
      to the Master Servicer. In the event that certain servicing responsibilities
      with respect to any Mortgage Loan have been delegated by the Company, the Master
      Servicer, the Trustee or a Servicer to a subservicer or subcontractor, each
      such
      entity shall cause such subservicer or subcontractor (and with respect to each
      Servicer, the Master Servicer shall enforce the obligation of such Servicer
      to
      the extent required under the related Servicing Agreement) to deliver a similar
      Annual Statement of Compliance by such subservicer or subcontractor to the
      Depositor and the Trustee as described above as and when required with respect
      to the Master Servicer or the related Servicer (as the case may
      be).

     

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

     

    In
      the
      event the Company, the Master Servicer, the Trustee or any subservicer or
      subcontractor engaged by either such party is terminated or resigns pursuant
      to
      the terms of the Agreement, or any other applicable agreement in the case of
      a
      subservicer or subcontractor, as the case may be, such party shall provide
      an
      Annual Statement of Compliance pursuant to this Section 4.16 or to the related
      section of such other applicable agreement, as the case may be, as to the
      performance of its obligations with respect to the period of time it was subject
      to this Agreement or any other applicable agreement, as the case may be
      notwithstanding any such termination or resignation.

     

    Section
      4.17  Assessments
      of Compliance and Attestation Reports. 

     

    Pursuant
      to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
      AB,
      each of the Company as a Servicer, the Master Servicer, the Trustee and the
      Custodian (to the extent set forth in this Section) (each, an “Attesting Party”)
      each at its own expense shall deliver (or otherwise make available) to the
      Master Servicer, the Trustee and the Depositor on or before March 15th
      of each
      calendar year beginning in 2008, a report regarding such Attesting Party’s
      assessment of compliance (an “Assessment of Compliance”) with the Servicing
      Criteria during the preceding calendar year. The Assessment of Compliance,
      as
      set forth in Regulation AB, must contain the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

    On
      or
      before March 15th
      of each
      calendar year beginning in 2008, each Attesting Party shall furnish to the
      Master Servicer, the Depositor and the Trustee a report (an “Attestation
      Report”) by a registered public accounting firm that attests to, and reports on,
      the Assessment of Compliance made by the related Attesting Party, as required
      by
      Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
      AB,
      which Attestation Report must be made in accordance with standards for
      attestation reports issued or adopted by the Public Company Accounting Oversight
      Board. 

     

    The
      Master Servicer shall enforce the obligation of each Servicer to deliver to
      the
      Trustee, the Master Servicer and the Depositor an Assessment of Compliance
      and
      Attestation Report as and when provided in the related Servicing Agreement.
      Each
      of the Company, the Master Servicer and the Trustee shall cause, and the Master
      Servicer shall enforce the obligation (as and when provided in the related
      Servicing Agreement) of each Servicer to cause, any subservicer and each
      subcontractor (to the extent such subcontractor is determined by the Company,
      the Master Servicer or the Trustee, as applicable, to be “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB) that is
      engaged by the Company, such Servicer, the Master Servicer or the Trustee,
      as
      applicable, to deliver to the Trustee, the Master Servicer and the Depositor
      an
      Assessment of Compliance and Attestation Report as and when provided under
      the
      terms of the related Servicing Agreement.

     

    Pursuant
      to this Agreement or the related Servicing Agreement, the related Servicer,
      or
      any subservicer and each subcontractor (to the extent such subcontractor is
      determined by the Master Servicer to be “participating in a servicing function”
within the meaning of Item 1122 of Regulation AB) that is engaged by such
      Servicer, is obligated to provide such Assessment of Compliance and Attestation
      Report on the 1st of March and in no event later than the 15th of March each
      year that the related Mortgage Loans are serviced under this Agreement or the
      applicable Servicing Agreement. The Master Servicer shall deliver to the Trustee
      any such Assessment of Compliance and Attestation Report received from a
      Servicer or any subservicer and each subcontractor (to the extent such
      subcontractor is determined by the Master Servicer to be “participating in a
      servicing function” within the meaning of Item 1122 of Regulation AB) that is
      engaged by such Servicer, within two Business Days of such receipt but in no
      event later than two Business Days following the 15th day of March for each
      year
      for which a report on Form 10-K is required to be filed with respect to the
      Trust Fund. Such Assessment of Compliance, as to any subservicer or
      subcontractor, shall at a minimum address the applicable Servicing Criteria
      specified on Exhibit N hereto which are indicated as applicable to any “primary
      servicer” to the extent such subservicer or subcontractor is performing any
      servicing function for the party who engages it and to the extent such party
      is
      not itself addressing the Servicing Criteria related to such servicing function
      in its own Assessment of Compliance. The Trustee shall confirm that each of
      the
      Assessments of Compliance delivered to it, taken as a whole, address all of
      the
      Servicing Criteria and taken individually address the Servicing Criteria for
      each party as set forth in Exhibit N and notify the Depositor of any exceptions.
      Notwithstanding the foregoing, as to any subcontractor, an Assessment of
      Compliance and Attestation Report is not required to be delivered unless it
      is
      required as part of a Form 10-K with respect to the Trust Fund.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    In
      the
      event the Company, the Master Servicer, the Custodian, the Trustee or any
      subservicer or subcontractor engaged by any such party is terminated, assigns
      its rights and obligations under, or resigns pursuant to, the terms of the
      Agreement, the Custodial Agreement, or any other applicable agreement in the
      case of a subservicer or subcontractor, as the case may be, such party shall
      provide an Assessment of Compliance and cause to be provided an Attestation
      Report pursuant to this Section 4.17 or to the related section of such other
      applicable agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation.

     

    Section
      4.18  Reports
      Filed with Securities and Exchange Commission.

     

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

     

    (B)  Within
      five (5) calendar days after the related Distribution Date, (i) the parties
      set
      forth in Exhibit O shall be required to provide, and the Master Servicer shall
      enforce the obligation of each Servicer (to the extent provided in the related
      Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to
      the
      Trustee and the Depositor, to the extent known by a responsible officer thereof,
      in EDGAR-compatible format, or in such other format as otherwise agreed upon
      by
      the Trustee and the Depositor and such party, the form and substance of any
      Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-D Disclosure on Form 10-D. Subject to the
      foregoing, the Trustee has no duty under this Agreement to monitor or enforce
      the performance by the other parties listed on Exhibit O of their duties under
      this paragraph or to proactively solicit or procure from such parties any
      Additional Form 10-D Disclosure information. The Depositor shall be responsible
      for any reasonable fees and expenses assessed or incurred by the Trustee in
      connection with including any Additional Form 10-D Disclosure on Form 10-D
      pursuant to this Section.

     

    (C)  After
      preparing the Form 10-D, the Trustee shall forward electronically a copy of
      the
      Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and
      otherwise if requested by the Depositor) and the Master Servicer for review.
      Within
      two Business Days after receipt of such copy, but no later than the 12th
      calendar day after the Distribution Date (provided that, the Trustee forwards
      a
      copy of the Form 10-D no later than the 10th
      calendar
      day after the Distribution Date), the Depositor shall notify the Trustee in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-D. In the absence of receipt of any written changes or approval,
      the Trustee shall be entitled to assume that such Form 10-D is in final form
      and
      the Trustee may proceed with the execution and filing of the Form 10-D. No
      later
      than the 13th calendar day after the related Distribution Date, a duly
      authorized officer of the Master Servicer shall sign the Form 10-D and return
      an
      electronic or fax copy of such signed Form 10-D (with an original executed
      hard
      copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be
      filed
      on time or if a previously filed Form 10-D needs to be amended, the Trustee
      shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but
      no
      later than one (1) Business Day) after filing with the Commission, the Trustee
      shall make available on its internet website identified in Section 6.06 a final
      executed copy of each Form 10-D filed by the Trustee. The signing party for
      the
      Master Servicer can be contacted at 214-626-3287. Form 10-D requires the
      registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
      reports required to be filed by Section 13 or 15(d) of the Exchange Act during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. The Depositor shall notify the Trustee in
      writing, no later than the fifth calendar day after the related Distribution
      Date with respect to the filing of a report on Form 10-D if the answer to the
      questions should be “no”. The Trustee shall be entitled to rely on the
      representations in Section 2.04(vi) and in any such notice in preparing,
      executing and/or filing any such report. The parties to this Agreement
      acknowledge that the performance by the Master Servicer and the Trustee of
      their
      respective duties under Sections 4.18(a)(i) and (v) related to the timely
      preparation, execution and filing of Form 10-D is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under such Sections. Neither the Master Servicer nor the Trustee shall have
      any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 10-D,
      where such failure results from a party’s failure to deliver, on a timely basis,
      any information from such party needed to prepare, arrange for execution or
      file
      such Form 10-D, not resulting from its own negligence, bad faith or willful
      misconduct. 

     

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

     

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

     

    (C)  After
      preparing the Form 8-K, the Trustee shall forward electronically a copy of
      the
      Form 8-K to the Depositor and the Master Servicer for review. No later than
      the
      close of business New York City time on the 3rd Business Day after the
      Reportable Event, a duly authorized officer of the Master Servicer shall sign
      the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an original executed hard copy to follow by overnight mail) to the Trustee.
      Promptly, but no later than the close of business on the 3rd Business Day after
      the Reportable Event (provided that, the Trustee forwards a copy of the Form
      8-K
      no later than noon New York time on the third Business Day after the Reportable
      Event), the Depositor shall notify the Trustee in writing (which may be
      furnished electronically) of any changes to or approval of such Form 8-K. In
      the
      absence of receipt of any written changes or approval, the Trustee shall be
      entitled to assume that such Form 8-K is in final form and the Trustee may
      proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot
      be
      filed on time or if a previously filed Form 8-K needs to be amended, the Trustee
      shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but
      no
      later than one (1) Business Day) after filing with the Commission, the Trustee
      shall, make available on its internet website a final executed copy of each
      Form
      8-K filed by the Trustee. The signing party for the Master Servicer can be
      contacted at 212-272-7575. The parties to this Agreement acknowledge that the
      performance by Master Servicer and the Trustee of their respective duties under
      this Section 4.18(a)(ii) related to the timely preparation, execution and filing
      of Form 8-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under this Section 4.18(a)(ii).
      Neither the Master Servicer nor the Trustee shall have any liability for any
      loss, expense, damage, claim arising out of or with respect to any failure
      to
      properly prepare, execute and/or timely file such Form 8-K, where such failure
      results from a party’s failure to deliver, on a timely basis, any information
      from such party needed to prepare, arrange for execution or file such Form
      8-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (iii)  (A)
      On or
      prior to the 90th day after the end of each fiscal year of the Trust or such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Trustee shall prepare and file on
      behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trustee within the applicable
      timeframes set forth in this Agreement, (I) an annual compliance statement
      for
the
      Company as a Servicer,
      the
      Master Servicer, each Servicer, the Trustee and any subservicer or
      subcontractor, as applicable, as described under Section 4.16, (II)(A) the
      annual reports on assessment of compliance with Servicing Criteria for the
      Company as a Servicer, each Servicer, the Master Servicer, each subservicer
      and
      subcontractor participating in the servicing function, the Trustee and the
      Custodian, as described under Section 4.17, and (B) if any such report on
      assessment of compliance with Servicing Criteria described under Section 4.17
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such report on assessment of compliance
      with Servicing Criteria described under Section 4.17 is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, (III)(A) the registered public
      accounting firm attestation report for the Company, each Servicer, the Master
      Servicer, the Trustee, each subservicer, each subcontractor, as applicable,
      and
      the Custodian, as described under Section 4.17, and (B) if any registered public
      accounting firm attestation report described under Section 4.17 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (IV) a Sarbanes-Oxley Certification as described in Section 4.18(a)(iii)(D)
      below (provided, however, that the Trustee, at its discretion, may omit from
      the
      Form 10-K any annual compliance statement, assessment of compliance or
      attestation report that is not required to be filed with such Form 10-K pursuant
      to Regulation AB). Any disclosure or information in addition to (I) through
      (IV)
      above that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be reported by the parties set forth on Exhibit O to the
      Trustee and the Depositor and, pursuant to the paragraph immediately below,
      approved for inclusion by the Depositor, and the Trustee will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure absent such reporting (other than in the case where the Trustee
      is the reporting party as set forth in Exhibit O) and approval.

     

    (B)  No
      later
      than March 15th
      of each
      year that the Trust is subject to the Exchange Act reporting requirements,
      commencing in 2008, (i) the parties set forth in Exhibit O shall be required
      to
      provide, and the Master Servicer shall enforce the obligation of each Servicer
      (to the extent provided in the related Servicing Agreement) to provide, pursuant
      to Section 4.18(a)(iv) below to the Trustee and the Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible format, or in such
      other format as otherwise agreed upon by the Trustee and the Depositor and
      such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
      Section.

     

    (C)  After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Depositor (only in the case where such Form 10-K includes
      Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
      and
      the Master Servicer for review. Within three Business Days after receipt of
      such
      copy, but no later than March 25th
      (provided that, the Trustee forwards a copy of the Form 10-K no later than
      the
      third Business Day prior to March 25th), the Depositor shall notify the Trustee
      in writing (which may be furnished electronically) of any changes to or approval
      of such Form 10-K. In the absence of receipt of any written changes or approval,
      the Trustee shall be entitled to assume that such Form 10-K is in final form
      and
      the Trustee may proceed with the execution and filing of the Form 10-K. No
      later
      than the close of business Eastern Standard time on the 4th Business Day prior
      to the 10-K Filing Deadline, an officer of the Master Servicer in charge of
      the
      master servicing function shall sign the Form 10-K and return an electronic
      or
      fax copy of such signed Form 10-K (with an original executed hard copy to follow
      by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or
      if
      a previously filed Form 10-K needs to be amended, the Trustee will follow the
      procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than
      one
      (1) Business Day) after filing with the Commission, the Trustee shall make
      available on its internet website a final executed copy of each Form 10-K filed
      by the Trustee. The signing party for the Master Servicer can be contacted
      at
      212-272-7575. Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it (1) has filed all reports required to be filed by Section 13 or
      15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. The Depositor shall
      notify the Trustee in writing, no later than March 15th of each year in which
      the Trust is subject to the requirements of the Exchange Act with respect to
      the
      filing of a report on Form 10-K, if the answer to the questions should be “no”.
      The Trustee shall be entitled to rely on the representations in Section 2.04(vi)
      and in any such notice in preparing, executing and/or filing any such report.
      The parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Trustee of their respective duties under Sections 4.18(a)(iv)
      and (v) related to the timely preparation, execution and filing of Form 10-K
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under such Sections and Sections 4.16 and Section
      4.17. Neither the Master Servicer nor the Trustee shall have any liability
      for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-K, where such
      failure results from the failure of any party hereto to deliver on a timely
      basis, any information needed to prepare, arrange for execution or file such
      Form 10-K. 

     

    (D)  Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley Certification”) required
      to be included therewith pursuant to the Sarbanes-Oxley Act which shall be
      signed by the Certifying Person and delivered to the Trustee no later than
      March
      15th
      of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act. The Master Servicer shall cause any Servicer, and any subservicer or
      subcontractor engaged by it to, provide to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act (or such other date specified in the related Servicing Agreement) and
      otherwise within a reasonable period of time upon request, a certification
      (each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
      upon which the Certifying Person, the entity for which the Certifying Person
      acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification Parties”) can
      reasonably rely. In addition, the Company as a Servicer and the Trustee shall
      sign a Back-Up Certification substantially in the form of Exhibit V; provided,
      however, that the Company and the Trustee shall not be required to undertake
      an
      analysis of any accountant’s report attached as an exhibit to the Form 10-K. An
      officer of the Master Servicer in charge of the master servicing function shall
      serve as the Certifying Person on behalf of the Trust. Such officer of the
      Certifying Person can be contacted at 212-272-7575.

     

    (iv)  With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
      such Additional Information in the applicable Exchange Act report is subject
      to
      receipt from the entity that is indicated in Exhibit O as the responsible party
      for providing that information, if other than the Trustee, as and when required
      as described in Section 4.18(a)(i) through (iii) above. Such Additional
      Disclosure shall be accompanied by a notice substantially in the form of Exhibit
      P. Each of the Company as a Servicer, the Master Servicer, the Seller, the
      Trustee and the Depositor hereby agrees to notify and provide, and the Master
      Servicer shall enforce the obligation (to the extent provided in the related
      Servicing Agreement) of each Servicer to notify and provide, to the extent
      known
      to the Company as a Servicer, the Master Servicer, the Seller, the Trustee
      and
      the Depositor all Additional Disclosure relating to the Trust Fund, with respect
      to which such party is indicated in Exhibit O as the responsible party for
      providing that information. Within five Business Days of each Distribution
      Date
      of each year that the Trust is subject to the Exchange Act reporting
      requirements, the Depositor shall make available to the Trustee the Significance
      Estimate and the Trustee shall use such information to calculate the
      Significance Percentage. The
      Trustee shall provide the Significance Percentage to the Depositor by the later
      of the Distribution Date or three (3) Business Days after the receipt of the
      Significance Estimate from the Depositor. If
      the
      Significance Percentage meets either of the threshold levels detailed in Item
      1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee shall deliver written
      notification to the Depositor and the Corridor Contract Counterparty to that
      effect, which notification shall include a request that the Corridor Contract
      Counterparty provide Regulation AB information to the Depositor in accordance
      with the Class A-1 Corridor Contract. The Depositor shall be obligated to obtain
      from the Corridor Contract Counterparty any information required under
      Regulation AB to the extent required under the Class A-1 Corridor Contract
      and
      to provide to the Trustee any information that may be required to be included
      in
      any Form 10-D, Form 8-K or Form 10-K relating to the Corridor Contract
      Counterparty or written notification instructing the Trustee that such
      Additional Disclosure regarding the Corridor Contract Counterparty is not
      necessary for such Distribution Date. The Depositor shall be responsible for
      any
      reasonable fees and expenses assessed or incurred by the Trustee in connection
      with including any Additional Disclosure information pursuant to this
      Section.

     

    So
      long
      as the Depositor is subject to the filing requirements of the Exchange Act
      with
      respect to the Trust Fund, the Trustee shall notify the Depositor of any
      bankruptcy or receivership with respect to the Trustee or of any proceedings
      of
      the type described under Item 1117 of Regulation AB that have occurred as of
      the
      related Due Period, together with a description thereof, no later than the
      date
      on which such information is required of other parties hereto as set forth
      under
      this Section 4.18. In addition, the Trustee shall notify the Depositor of any
      affiliations or relationships that develop after the Closing Date between the
      Trustee and the Depositor, the Seller, the Master Servicer or the Custodian
      of
      the type described under Item 1119 of Regulation AB, together with a description
      thereof, no later than March 15 of each year that the trust is subject to the
      Exchange Act reporting requirements, commencing in 2008. Should the
      identification of any of the Depositor, the Seller, the Master Servicer or
      the
      Custodian change, the Depositor shall promptly notify the Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.19  Intention
      of the Parties and Interpretation. 

     

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

     

    Section
      4.20  UCC. 

     

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

     

    Section
      4.21  Optional
      Purchase of Certain Mortgage Loans. 

     

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

     

    In
      addition, EMC may, at its option, purchase any Mortgage Loan from the
      Trust for which the first Scheduled Payment due to the Trust after the
      Closing Date becomes thirty (30) days past due; provided, however, such
      Mortgage Loan was purchased by EMC or one of its affiliates from an
      originator pursuant to a loan purchase agreement that obligated such seller
      to repurchase such Mortgage Loan if one or more Scheduled Payments becomes
      30 or
      more days delinquent (and such originator has agreed to repurchase
      such Mortgage Loan); provided, further, that such optional purchase shall be
      exercised no later than the 270th day after such Mortgage Loan is
      subject to such originator's repurchase obligation. Such purchase shall be
      made at a price equal to the Purchase Price.

     

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

     

    ARTICLE
      V


    ACCOUNTS

     

    Section
      5.01  Collection
      of Mortgage Loan Payments; Protected Account. 

     

    
      (a)  The
        Company shall make reasonable efforts in accordance with customary and usual
        standards of practice of prudent mortgage lenders in the respective states
        in
        which the Mortgaged Properties related to the EMC Mortgage Loans are located
        to
        collect all payments called for under the terms and provisions of the EMC
        Mortgage Loans to the extent such procedures shall be consistent with this
        Agreement and the terms and provisions of any related Required Insurance
        Policy.
        Consistent with the foregoing, the Company may in its discretion (i) waive
        any
        late payment charge and (ii) extend the due dates for payments due on a Mortgage
        Note related to an EMC Mortgage Loan for a period not greater than 125 days.
        In
        the event of any such arrangement, the Company shall make Advances on the
        related EMC Mortgage Loan during the scheduled period in accordance with
        the
        amortization schedule of such EMC Mortgage Loan without modification thereof
        by
        reason of such arrangements, and shall be entitled to reimbursement therefor
        in
        accordance with Section 6.01. The Company shall not be required to institute
        or
        join in litigation with respect to collection of any payment (whether under
        a
        Mortgage, Mortgage Note or otherwise or against any public or governmental
        authority with respect to a taking or condemnation) if it reasonably believes
        that enforcing the provision of the Mortgage or other instrument pursuant
        to
        which such payment is required is prohibited by applicable law. In
        addition, if (x) an EMC Mortgage Loan is in default or default is reasonably
        foreseeable, and in accordance with the guidelines of EMC’s Master Servicing
        Asset Authority Levels, attached as Exhibit W, if the Company may also waive,
        modify or vary any term of any EMC Mortgage Loan or consent to the postponement
        of strict compliance with any such term or in any manner grant indulgence
        to any
        mortgagor, including without limitation, to (1) capitalize any amounts owing
        on
        the EMC Mortgage Loan by adding such amount to the outstanding principal
        balance
        of the EMC Mortgage Loan, (2) defer such amounts to a later date or the final
        payment date of such Mortgage Loan, (3) extend the maturity of any such EMC
        Mortgage Loan, but in no instance past the date on which the final payment
        is
        due on the latest maturing Mortgage Loan as of the Cut-off Date, and/or (4)
        reduce the related Mortgage Rate (subject to clause (y) below), provided
        that,
        in the Company’s determination, such waiver, modification, postponement or
        indulgence is not materially adverse to the interests of the Certificateholders
        (taking into account any estimated Realized Loss that might result absent
        such
        action), or (y) the Company delivers to the Trustee a certification addressed
        to
        the Trustee, based on the advice of counsel or certified public accountants,
        in
        either case, that have a national reputation with respect to taxation of
        REMICs,
        that a modification of such EMC Mortgage Loan will not result in the imposition
        of taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC
        III,
        REMIC IV or REMIC V the Company may, (A) amend the related Mortgage Note
        to
        reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage
        Rate shall in no event be lower than 5.00% with respect to any EMC Mortgage
        Loan
        and (B) amend any Mortgage Note related to an EMC Mortgage Loan to extend
        to the
        maturity thereof.
        Notwithstanding the foregoing, for any modification which may result in a
        Realized Loss of 20% or more of the outstanding principal balance of a Mortgage
        Loan, the Company shall present such proposed modification, together with
        any
        supporting documentation, to the Master Servicer for consideration and approval.
        In contemplation of any modification described in the preceding sentence,
        the
        Company shall provide a notice substantially in the form of Exhibit
        DD.

       

    

    In
      accordance with the standards of the first paragraph of Section 3.01, the
      Company shall not waive (or permit a sub-servicer to waive) any Prepayment
      Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof
      shall have been limited by bankruptcy, insolvency, moratorium, receivership
      and
      other similar laws relating to creditors’ rights generally, (ii) the enforcement
      thereof is illegal, or any local, state or federal agency has threatened legal
      action if the prepayment penalty is enforced, (iii) the 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 EMC Mortgage
      Loan. If a Prepayment Charge is waived, but does not meet the standards
      described above, then the Company is required to pay the amount of such waived
      Prepayment Charge, for the benefit of Class P Certificates, by remitting such
      amount to the Master Servicer by the Remittance Date.

     

    (b)  The
      Company shall establish and maintain a Protected Account (which shall at all
      times be an Eligible Account) with a depository institution in the name of
      the
      Company for the benefit of the Trustee on behalf of the Certificateholders
      and
      designated “Wells Fargo Bank, National Association, in trust for registered
      holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates
      Series 2007-AC3”. The Company shall deposit or cause to be deposited into the
      Protected Account on a daily basis within two Business Days of receipt and
      identification, except as otherwise specifically provided herein, the following
      payments and collections remitted by subservicers or received by it in respect
      of the EMC Mortgage Loans subsequent to the Cut-off Date (other than in respect
      of principal and interest due on the EMC Mortgage Loans on or before the Cut-off
      Date) and the following amounts required to be deposited hereunder:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.02  Permitted
      Withdrawals From the Protected Account. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Nothwithstanding
      the foregoing, the Company’s right to reimbursement pursuant to clauses (ii),
      (iii), (iv) and (v) above shall be subject to the prior approval of the Master
      Servicer. The Master Servicer shall provide such approval or denial to the
      Company no later than thirty (30) days after receipt of such claim; provided,
      however, the Company submits such claim with all supporting documentation.
      Pending such approval, such funds shall be remitted by the Company to the Master
      Servicer as set forth in the following paragraph.

     

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

     

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

     

    Section
      5.03  Reports
      to Master Servicer. 

     

    (i)  On
      or
      before the fifth Business Day of each month (or, with respect to information
      as
      to Full Principal Prepayments and prepayment penalties no later than one (1)
      Business Day after the end of each Prepayment Period), the Company shall furnish
      to the Master Servicer electronically in a format acceptable to the Master
      Servicer loan accounting reports in the investor’s assigned loan number order to
      document the payment activity on each EMC Mortgage Loan on an individual
      mortgage loan basis and containing the data required by the forms attached
      hereto as Exhibit S, Exhibit T and Exhibit U, Exhibit X, Exhibit Y, Exhibit
      Z,
      Exhibit AA and Exhibit BB or in a format mutually agreed upon between the
      Company and the Master Servicer.

     

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

     

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

     

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

     

    Section
      5.04  Collection
      of Taxes; Assessments and Similar Items; Escrow Accounts. 

     

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

     

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

     

    Section
      5.05  Servicer
      Protected Accounts. 

     

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

     

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

     

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

     

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

     

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

     

    (iii)  Partial
      Principal Prepayments received by the Company or the related Servicer for such
      Mortgage Loans in the related Prepayment Period;

     

    (iv)  Any
      amount to be used as an Advance; and

     

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

     

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

     

    Section
      5.06  Master
      Servicer Collection Account. 

     

    The
      Master Servicer shall establish and maintain in the name of the Trustee, for
      the
      benefit of the Holders of the Certificates, the Master Servicer Collection
      Account as a segregated trust account or accounts. The Master Servicer
      Collection Account shall be an Eligible Account. The Master Servicer will
      deposit in the Master Servicer Collection Account as identified by the Master
      Servicer and as received by the Master Servicer, the following
      amounts:

     

    (i)  any
      Advance and any Compensating Interest Payments;

     

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

     

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

     

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

     

    (v)  any
      other
      amounts received by or on behalf of the Master Servicer or the Trustee and
      required to be deposited in the Master Servicer Collection Account pursuant
      to
      this Agreement.

     

    All
      amounts deposited to the Master Servicer Collection Account shall be held by
      the
      Master Servicer in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Master Servicer Collection Account
      shall be exclusive, it being understood and agreed that, without limiting the
      generality of the foregoing, payments in the nature of prepayment or late
      payment charges or assumption, tax service, statement account or payoff,
      substitution, satisfaction, release and other like fees and charges need not
      be
      credited by the Master Servicer or the related Servicer to the Distribution
      Account or the Master Servicer Collection Account, as applicable.
      Reconciliations will be prepared for the Master Servicing Collection Account
      within 45 calendar days after the bank statement cut-off date. In the event
      that
      the Master Servicer shall deposit or cause to be deposited in the Distribution
      Account any amount not required to be credited thereto, the Trustee, upon
      receipt of a written request therefor signed by a Servicing Officer of the
      Master Servicer, shall promptly transfer such amount to the Master Servicer,
      any
      provision herein to the contrary notwithstanding.

     

    Section
      5.07  Permitted
      Withdrawals From the Master Servicer Collection Account. 

     

    The
      Master Servicer may from time to time make withdrawals from the Master Servicer
      Collection Account for the following purposes:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xi)  any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Master Servicer Collection Account; 

     

    No
      later than noon New York time on the Distribution Account Deposit Date for
      each
      Distribution Date, after making all applicable withdrawals with respect to
      such
      Distribution Date, the Master Servicer shall transfer all funds on deposit
      in
      the Master Servicer Collection Account to the Trustee for deposit in the
      Distribution Account.

     

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

     

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

     

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

     

    Section
      5.08  Distribution
      Account. 

     

    The
      Trustee shall establish and maintain in the name of the Trustee, for the benefit
      of the Certificateholders, the Distribution Account as a segregated trust
      account or accounts. The Distribution Account shall be an Eligible Account.
      No
      later than noon New York time on the Distribution Account Deposit Date for
      each
      Distribution Date, after making all applicable withdrawals with respect to
      such
      Distribution Date, the Master Servicer will transfer all funds on deposit in
      the
      Master Servicer Collection Account to the Trustee for deposit in the
      Distribution Account pursuant to Section 5.07 and any other amounts received
      by
      or on behalf of the Master Servicer and required to be deposited in the
      Distribution Account pursuant to this Agreement.

     

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

     

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

     

    Section
      5.09  Permitted
      Withdrawals and Transfers from the Distribution Account. 

     

    (a)  The
      Trustee will make such withdrawals or transfers from the Distribution
      Account:

     

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

     

    (ii)  to
      pay
      the Trustee as set forth in Section 10.05; 

     

    (iii)  to
      remove
      amounts deposited in error;

     

    (iv)  to
      clear
      and terminate the Distribution Account pursuant to Section 11.01; and


     

    (v)  On
      each
      Distribution Date, the Trustee shall distribute the Interest Funds and Principal
      Funds to the extent of funds on deposit in the Distribution Account to the
      Holders of the Certificates in accordance with the Remittance Report upon which
      the Trustee may conclusively rely.

     

    Section
      5.10  Corridor
      Credit Support Annex: 

     

    The
      Trustee is hereby directed to perform the obligations of the custodian as
      defined under the Corridor Credit Support Annex (the “Corridor Custodian”).


     

    On
      or
      before the Closing Date, the Corridor Custodian shall establish a corridor
      collateral account (the “Corridor Collateral Account”). The Corridor Collateral
      Account shall be held in the name of the Corridor Custodian in trust for the
      benefit of the Certificateholders. The Corridor Collateral Account must be
      an
      Eligible Account and shall be entitled “Bear Stearns Asset Backed Securities I
      Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3, Corridor Collateral
      Account, Wells Fargo Bank, National Association as Corridor Custodian for the
      benefit of holders of Asset-Backed Certificates, Series 2007-AC3.” 

     

    The
      Corridor Custodian shall credit to Corridor Collateral Account all collateral
      (whether in the form of cash or securities) posted by the Corridor Contract
      Counterparty to secure the obligations of the Corridor Contract Counterparty
      in
      accordance with the terms of the Class A-1 Corridor Contract. Except for
      investment earnings, the Corridor Contract Counterparty shall not have any
      legal, equitable or beneficial interest in the Corridor Collateral Account
      other
      than in accordance with this Agreement, the Class A-1 Corridor Contract and
      applicable law. The Corridor Custodian shall maintain and apply all collateral
      and earnings thereon on deposit in the Corridor Collateral Account in accordance
      with Corridor Credit Support Annex.

     

    Cash
      collateral posted by the Corridor Contract Counterparty in accordance with
      the
      Corridor Credit Support Annex shall be invested at the written direction of
      the
      Corridor Contract Counterparty in Permitted Investments in accordance with
      the
      requirements of the Corridor Credit Support Annex. In the absence of written
      direction, cash collateral shall remain uninvested. All amounts earned on
      amounts on deposit in the Corridor Collateral Account (whether cash collateral
      or securities) shall be for the account of and taxable to the Corridor Contract
      Counterparty.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Class A-1 Corridor Contract) with respect to the Corridor Contract Counterparty
      or upon occurrence or designation of an Early Termination Date (as defined
      in
      the Class A-1 Corridor Contract) as a result of any such Event of Default or
      Specified Condition with respect to the Corridor Contract Counterparty, and,
      in
      either such case, unless the Corridor Contract Counterparty has paid in full
      all
      of its Obligations (as defined in the Corridor Credit Support Annex) that are
      then due, then any collateral posted by the Corridor Contract Counterparty
      in
      accordance with the Corridor Credit Support Annex shall be applied to the
      payment of any Obligations due to Party B (as defined in the Class A-1 Corridor
      Contract) in accordance with the Corridor Credit Support Annex. Any excess
      amounts held in such Corridor Collateral Account after payment of all amounts
      owing to Party B under the Class A-1 Corridor Contract shall be withdrawn from
      the Corridor Collateral Account and paid to the Corridor Contract Counterparty
      in accordance with the Corridor Credit Support Annex. 

     

    ARTICLE
      VI



    DISTRIBUTIONS
      AND ADVANCES

     

    Section
      6.01  Advances. 

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.02  Compensating
      Interest Payments. 

     

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

     

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

     

    Section
      6.03  REMIC
      Distributions. 

     

    On
      each
      Distribution Date the Trustee shall be deemed to have allocated distributions
      to
      the REMIC Regular Interests, the Regular Interests the ownership of which is
      represented by the Class A-1 Certificates and Class A-2 Certificates, the Class
      C Interest and the Class P Interest in accordance with Section 6.07
      hereof.

     

    Section
      6.04  Distributions. 

     

    (a)  On
      each
      Distribution Date, an amount equal to the Interest Funds and Principal Funds
      for
      such Distribution Date shall be withdrawn by the Trustee from the Distribution
      Account and distributed in the following order of priority: 

     

    (1)  Interest
      Funds shall be distributed in the following manner and order of
      priority:

     

    (A)  To
      the
      Class A-1 Certificates and Class A-2 Certificates, the Current Interest and
      any
      Interest Carry Forward Amount for each such Classes, pro rata in accordance
      with
      the amount of accrued interest due thereon; and

     

    (B)  From
      remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
      order, the Current Interest for each such Class.

     

    Any
      Excess Spread to the extent necessary to meet a level of overcollateralization
      equal to the Overcollateralization Target Amount will be the Extra Principal
      Distribution Amount and will be included as part of the Principal Distribution
      Amount. Any Remaining Excess Spread together with any Overcollateralization
      Release Amount will be applied as Excess Cashflow and distributed pursuant
      to
      clauses (3)(A) through (H) below.

     

    On
      any
      Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
      Interest Shortfalls to the extent not covered by Compensating Interest will
      be
      allocated as set forth in the definition of “Current Interest”
herein.

     

    (2)  On
      each
      Distribution Date, the Principal Distribution Amount shall be distributed in
      the
      following manner and order of priority:

     

    (A)  For
      each
      Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
      Event is in effect:

     

    (i)  To
      the
      Class A-1 Certificates, the Principal Distribution Amount for such Distribution
      Date until the Certificate Principal Balance thereof is reduced to
      zero;

     

    (ii)  To
      the
      Class M-1 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (iii)  To
      the
      Class M-2 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (iv)  To
      the
      Class M-3 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (v)  To
      the
      Class M-4 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (vi)  To
      the
      Class B-1 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (vii)  To
      the
      Class B-2 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero;

     

    (viii)  To
      the
      Class B-3 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero; and

     

    (ix)  To
      the
      Class B-4 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, until the Certificate Principal Balance thereof is
      reduced to zero.

     

    (B)  For
      each
      Distribution Date on or after the Stepdown Date, so long as a Trigger Event
      is
      not in effect:

     

    (i)  To
      the
      Class A-1 Certificates, the Class A Principal Distribution Amount for such
      Distribution Date until the Certificate Principal Balance thereof is reduced
      to
      zero;

     

    (ii)  To
      the
      Class M-1 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class M-1 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero;

     

    (iii)  To
      the
      Class M-2 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class M-2 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero;

     

    (iv)  To
      the
      Class M-3 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class M-3 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero;

     

    (v)  To
      the
      Class M-4 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class M-4 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero;

     

    (vi)  To
      the
      Class B-1 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class B-1 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero;

     

    (vii)  To
      the
      Class B-2 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class B-2 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero; 

     

    (viii)  To
      the
      Class B-3 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class B-3 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero; and

     

    (ix)  To
      the
      Class B-4 Certificates, from any remaining Principal Distribution Amount for
      such Distribution Date, the Class B-4 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof is reduced to zero.

     

    (3)  Any
      Excess Cashflow shall be distributed in the following manner and order of
      priority:

     

    (A)  To
      the
      Class A Certificates, any remaining Interest Carry Forward Amount for such
      Classes, pro rata, in accordance with the Interest Carry Forward Amount due
      with
      respect to each such Class, to the extent not fully paid pursuant to clause
      (1)
      (A) above; 

     

    (B)  To
      the
      Class A-1 Certificates, any Unpaid Realized Loss Amount for the Class A-1
      Certificates, for such Distribution Date, in accordance with the Applied
      Realized Loss Amount allocated to such Class;

     

    (C)  From
      any
      remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
      order, an amount equal to the Interest Carry Forward Amount for each such
      Class;

     

    (D)  From
      any
      remaining Excess Cashflow otherwise distributable to the Class C Interest and
      the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
      of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
      such
      Classes for such Distribution Date, on a pro rata basis, based on the amount
      of
      the Basis Risk Shortfall Carry Forward Amount for each such Class, to the extent
      such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
      second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
      Deposit;

     

    (E)  From
      any
      remaining Excess Cashflow otherwise distributable to the Class C Interest and
      the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
      M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class
      B-4 Certificates, sequentially in that order, any Basis Risk Shortfall Carry
      Forward Amount for each such Class, for such Distribution Date, if any, to
      the
      extent such amount exceeds the amounts then on deposit in the Reserve Fund,
      and
      (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
      Fund
      Deposit;

     

    (F)  From
      any
      remaining Excess Cashflow, to the Class A Certificates, on a pro rata basis,
      based on the entitlement of each such Class, and then sequentially to the Class
      M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class
      B-4 Certificates, in that order, the amount of Relief Act Shortfalls and any
      Prepayment Interest Shortfalls allocated to such Classes of Certificates, to
      the
      extent not previously reimbursed;

     

    (G)  From
      any
      remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
      an
      amount equal to the Class C Distribution Amount reduced by amounts distributed
      in clauses (D) and (E) above; and

     

    (H)  From
      any
      remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
      Class RX Certificates, based on the related REMIC in which such amount
      remains.

     

    In
      addition, notwithstanding the foregoing, on any Distribution Date after the
      Distribution Date on which the Certificate Principal Balance of the Class of
      Class A-1, Class B or Class M Certificates or Notional Amount of the Class
      A-2
      Certificates has been reduced to zero, that Class of Certificates will be
      retired and will no longer be entitled to distributions, including distributions
      in respect of Prepayment Interest Shortfalls or Basis Risk Shortfall Carry
      Forward Amounts.

     

    (b)  In
      addition to the foregoing distributions, with respect to any
      Subsequent
      Recoveries, the related Servicer shall deposit such funds into the related
      Protected Account pursuant to the related Servicing Agreement. If, after taking
      into account such Subsequent Recoveries, the amount of a Realized Loss is
      reduced, the amount of such Subsequent Recoveries will be applied to increase
      the Certificate Principal Balance of the Class of Certificates with the highest
      payment priority to which Realized Losses have been allocated, but not by more
      than the amount of Realized Losses previously allocated to that Class of
      Certificates pursuant to Section 6.05; provided, however, to the extent that
      no
      reductions to a Certificate Principal Balance of any Class of Certificates
      currently exists as the result of a prior allocation of a Realized Loss, such
      Subsequent Recoveries will be applied as Excess Spread. The amount of any
      remaining Subsequent Recoveries will be applied to increase the Certificate
      Principal Balance of the Class of Certificates with the next highest payment
      priority, up to the amount of such Realized Losses previously allocated to
      that
      Class of Certificates pursuant to Section 6.05, and so on. Holders of such
      Certificates will not be entitled to any payment in respect of Current Interest
      on the amount of such increases for any Accrual Period preceding the
      Distribution Date on which such increase occurs. Any such increases shall be
      applied to the Certificate Principal Balance of each Certificate of such Class
      in accordance with its respective Percentage Interest.

     

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

     

    (d)  On
      or
      before 2:00 p.m. Central Standard Time on the fifth Business Day immediately
      preceding each Distribution Date, the Master Servicer shall deliver a report
      to
      the Trustee in the form of a computer readable magnetic tape (or by such other
      means as the Master Servicer and the Trustee may agree from time to time)
      containing such data and information, as agreed to by the Master Servicer and
      the Trustee such as to permit the Trustee to prepare the Monthly Statement
      to
      Certificateholders and to direct the Trustee in writing to make the required
      distributions for the related Distribution Date (the “Remittance Report”);
      provided, however, in no event shall the Master Servicer be required to deliver
      such information to the Trustee earlier than 2:00 p.m. Central Standard Time
      on
      the 19th calendar day of the month.

     

    Section
      6.05  Allocation
      of Realized Losses. 

     

    (a)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
      each
      Distribution Date as follows: first, to Excess Spread through an increased
      distribution of the Extra Principal Distribution Amount for such Distribution
      Date; second, to the Class C Interest and Class C Certificates, until the
      Certificate Principal Balance or Uncertificated Principal Balance thereof,
      as
      applicable, has been reduced to zero; third, to the Class B-4 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      fourth, to the Class B-3 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; fifth, to the Class B-2 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; sixth,
      to
      the Class B-1 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; seventh, to the Class M-4 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-3 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-1
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero, and eleventh, to the Class A-1 Certificates, in reduction of the
      Certificate Principal Balance thereof, until reduced to zero. All Realized
      Losses to be allocated to the Certificate Principal Balances of all Classes
      on
      any Distribution Date shall be so allocated after the actual distributions
      to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Certificates shall be to the Certificate
      Principal Balance of such Class immediately prior to the relevant Distribution
      Date, before reduction thereof by any Realized Losses, in each case to be
      allocated to such Class of Certificates, on such Distribution Date.

     

    (b)  Any
      allocation of Realized Losses to a Class of Certificates or to the Class C
      Interest on any Distribution Date shall be made by reducing the Certificate
      Principal Balance or Uncertificated Principal Balance thereof by the amount
      so
      allocated; any allocation of Realized Losses to Excess Spread shall be made
      by
      reducing the amount otherwise payable in respect of the Class C Interest and
      the
      Class C Certificates pursuant to clause (G) of Section 6.04(a)(3). 

     

    Notwithstanding
      the foregoing, no such allocation of any Realized Loss shall be made on a
      Distribution Date to any Class of Certificates to the extent that such
      allocation would result in the reduction of the aggregate Certificate Principal
      Balance of all the Certificates as of such Distribution Date (other than the
      Class C Certificates and Class P Certificates) after giving effect to all
      distributions and prior allocations of Realized Losses on the Mortgage Loans
      on
      such date, to an amount less than the aggregate Stated Principal Balance of
      all
      of the Mortgage Loans as of the first day of the month of such Distribution
      Date
      (such limitation, the “Loss Allocation Limitation”). In addition in no event
      will the Certificate Principal Balance of any Certificate be reduced more than
      once in respect of any particular amount both (i) allocable to such Certificate
      in respect of Realized Losses and (ii) payable as principal to the Holder of
      such Certificate from Remaining Excess Spread.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (i)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
      each
      Distribution Date to the following REMIC I Regular Interests in the following
      specified percentages: first, to Uncertificated Accrued Interest payable to
      REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate
      amount equal to the REMIC I Interest Loss Allocation Amount (without duplication
      of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
      respectively; second, to the Uncertificated Principal Balances of REMIC I
      Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount
      equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%,
      respectively; third, to the Uncertificated Principal Balances of REMIC I Regular
      Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ,
      98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest B-4 has been reduced to zero; fourth, to
      the
      Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
      Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC I Regular
      Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and REMIC
      I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I
      Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest B-1 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC
      I
      Regular Interest M-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC I Regular
      Interest M-4 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and REMIC
      I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC I
      Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest M-2 has been reduced to zero; tenth, to
      the
      Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
      Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC I Regular
      Interest M-1 has been reduced to zero; and eleventh, to the Uncertificated
      Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest
      A-1
      and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the Uncertificated Principal Balance of REMIC I Regular Interest A-1 has been
      reduced to zero.

     

    (ii)  All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to the REMIC II Regular Interests in the same manner and priority as
      Realized Losses are allocated to the Corresponding Certificates and, in the
      case
      of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section
      6.05(a).

     

    Section
      6.06  Monthly
      Statements to Certificateholders. 

     

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

     

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

     

    (ii)  the
      total
      cash flows received and the general sources thereof;

     

    (iii)  the
      amount, if any, of fees or expenses accrued and paid, with an identification
      of
      the payee and the general purpose of such fees including the related amount
      of
      the Servicing Fees paid to or retained by the related Servicer or the Company
      for the related Due Period;

     

    (iv)  the
      amount of the related distribution to Holders of the Class A-1, Class M and
      Class B Certificates (by Class) allocable to principal, separately identifying
      (A) the aggregate amount of any Principal Prepayments included therein, (B)
      the
      aggregate of all scheduled payments of principal included therein and (C) the
      Extra Principal Distribution Amount (if any);

     

    (v)  the
      amount of such distribution to Holders of each Class of Class A, Class M and
      Class B Certificates allocable to interest

     

    (vi)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Class P Certificates allocable to Prepayment Charges

     

    (vii)  the
      Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
      Amounts for each Class of Certificates (if any);

     

    (viii)  the
      Pass-Through Rate for each Class of Class A, Class M and Class B Certificates
      with respect to the current Interest Accrual Period, and, if applicable, whether
      such Pass-Through Rate was limited by the applicable Net Rate Cap;

     

    (ix)  the
      number and Stated Principal Balance of all of the Mortgage Loans for the related
      Distribution Date, together with updated pool composition information including
      the following: weighted average mortgage rate and weighted average remaining
      term;

     

    (x)  the
      Certificate Principal Balance or Certificate Notional Amount, as applicable,
      of
      each Class before and after giving effect (i) to all distributions allocable
      to
      principal on such Distribution Date and (ii) the allocation of any Applied
      Realized Loss Amounts for such Distribution Date;

     

    (xi)  the
      number and aggregate Stated Principal Balance of the Mortgage Loans (A)
      Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and those
      Liquidated Mortgage Loans as of the end of a Prepayment Period) (1) 30 days
      Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, (B)
      in
      foreclosure and Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and
      (3) 90 days or more Delinquent and
      (C)
      in bankruptcy and Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
      and
      (3) 90 days or more Delinquent, in each case as of the close of business on
      the
      last day of the calendar month preceding such Distribution Date;

     

    (xii)  the
      amount of aggregate Advances included in the distribution on such Distribution
      Date (including the general purpose of such Advances), the aggregate amount
      of
      unreimbursed Advances as of the end of the Due Period, and the general source
      of
      funds for reimbursements;

     

    (xiii)  the
      amount of, if any, of excess cashflow or excess spread and the application
      of
      such excess cashflow;

     

    (xiv)  the
      cumulative amount of Applied Realized Loss Amounts through the end of the
      preceding month;

     

    (xv)  unless
      otherwise previously reported in the Form 10-D, material modifications,
      extensions or waivers to Mortgage Loan terms, fees, penalties or payments during
      the preceding calendar month or that have become material over
      time;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the aggregate Stated Principal Balance of, and Realized Loss on, such
      Mortgage Loans as of the close of business on the Determination Date preceding
      such Distribution Date;

     

    (xvii)  unless
      otherwise previously reported in the Form 10-D, material breaches of pool asset
      representation or warranties or transaction covenants which have been reported
      to the Trustee in accordance with this Agreement or the related Servicing
      Agreement;

     

    (xviii)  the
      total
      number and principal balance of any real estate owned or REO Properties as
      of
      the end of the related Due Period;

     

    (xix)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans that
      are
      60 days or more Delinquent or are in bankruptcy or foreclosure or are REO
      Properties, and the denominator of which is the aggregate Stated Principal
      Balance of all of the Mortgage Loans in
      each
      case as of the end of the Prepayment Period;

     

    (xx)  the
      Realized Losses as of the close of business on the last day of the calendar
      month preceding such Distribution Date and the cumulative Realized Losses
      through the end of the preceding month;

     

    (xxi)  whether
      a
      Trigger Event exists; 

     

    (xxii)  information
      on loss and delinquency used for determining early amortization, liquidation,
      stepdowns or other performance triggers and whether the trigger was
      met;

     

    (xxiii)  the
      amount of the Prepayment Charges remitted by the Servicers and the amount on
      deposit in the Reserve Fund; 

     

    (xxiv)  the
      amount of such distribution to Holders of the Class A-1 Certificates allocable
      to interest and the portion thereof, if any, provided by the Class A-1 Corridor
      Contract; and

     

    (xxv)  updated
      pool composition data including the following: weighted average mortgage rate
      and weighted average remaining term.

     

    The
      Trustee may make the foregoing Monthly Statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to Certificateholders via the Trustee’s internet website.
      The Trustee’s internet website shall initially be located at “www.ctslink.com”.
      Assistance in using the website can be obtained by calling the Trustee’s
      customer service desk at (301) 815-6600. Parties that are unable to use the
      above distribution options are entitled to have a paper copy mailed to them
      via
      first class mail by calling the customer service desk and indicating such.
      The
      Trustee may change the way Monthly Statements are distributed in order to make
      such distributions more convenient or more accessible to the above
      parties.

     

    (b)  The
      Trustee’s responsibility for making the above information available to the
      Certificateholders is limited to the availability, timeliness and accuracy
      of
      the information derived from the Master Servicer, the Company and the Servicers.
      The Trustee will make available a copy of each statement provided pursuant
      to
      this Section 6.06 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      furnish upon request to each Person who at any time during the calendar year
      was
      a Certificateholder, the information set forth in clauses (a)(iv) and (a)(v)
      of
      this Section 6.06 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Trustee shall be deemed to have been satisfied to the extent that substantially
      comparable information shall be provided by the Trustee or the Trustee pursuant
      to any requirements of the Code as from time to time in effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Trustee shall furnish to the
      Holders of the Residual Certificates the applicable Form 1066 and each
      applicable Form 1066Q and shall respond promptly to written requests made not
      more frequently than quarterly by any Holder of a Residual Certificate with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      class of Regular Interests and Residual Interests created hereunder and on
      the
      Mortgage Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each class of Regular Interests and Residual
      Interests created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each class of Regular Interests or Residual Interests created
      hereunder and to the Mortgage Loans, together with each constant yield to
      maturity used in computing the same;

     

    (v)  The
      treatment of Realized Losses with respect to the Mortgage Loans or the Regular
      Interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such Regular Interests or
      bad
      debt deductions claimed with respect to the related Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 10.12. 

     

    Section
      6.07  REMIC
      Designations and REMIC Distributions. 

     

    (a)  The
      Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and
      REMIC V shall be treated as a REMIC under Section 860D of the Code. Any
      inconsistencies or ambiguities in this Agreement or in the administration of
      this Agreement shall be resolved in a manner that preserves the validity of
      such
      REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
      all
      interest owing in respect of and principal due thereon, the Distribution
      Account, the Protected Accounts, any REO Property, any proceeds of the foregoing
      and any other assets subject to this Agreement (other than the Reserve Fund,
      the
      Class A-1/A-2 Net WAC Reserve Account, the Class A-1 Corridor Contract and
      any
      Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall
      constitute the assets of REMIC II. The REMIC II Regular Interests shall
      constitute the assets of REMIC III. The Class C Interest shall constitute assets
      of REMIC IV. The Class P Interest shall constitute assets of REMIC
      V.

     

    (b)  On
      each
      Distribution Date, the Interest Funds and Principal Funds, in the following
      order of priority, shall be deemed distributed by REMIC I to REMIC II on account
      of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or
      withdrawn from the Distribution Account and distributed to the Holders of the
      Class R-1 Certificates, as the case may be:

     

    (i)  to
      the
      holders of the REMIC I Regular Interests (other than REMIC I Regular Interest
      P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
      for
      each such REMIC I Regular Interest for such Distribution Date, plus (B) any
      amounts in respect thereof remaining unpaid from previous Distribution Dates.
      Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular
      Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization
      Amount is less than the REMIC I Overcollateralization Target Amount, by the
      lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest
      ZZ Maximum Interest Deferral Amount, and such amount will be payable to the
      holders of each REMIC I Regular Interest for which a REMIC II Regular Interest
      is the Corresponding Interest, allocated in the same proportion as the Extra
      Principal Distribution Amount is allocated to the Corresponding Certificates
      for
      such Corresponding Interests, and the Uncertificated Principal Balance of REMIC
      I Regular Interest ZZ shall be increased by such amount;

     

    (ii)  from
      the
      remainder of the Interest Funds and Principal Funds for such Distribution Date
      after the distribution made pursuant to clause (i) above, allocated as
      follows:

     

    (A)  98.00%
      of
      such remainder to the holders of REMIC I Regular Interest AA, until the
      Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
      to
      zero;

     

    (B)  2.00%
      of
      such remainder, first, to the holders of each REMIC I Regular Interest for
      which
      a REMIC II Regular Interest is the Corresponding Interest, in an aggregate
      amount equal to 1.00% of and in the same proportion as principal payments are
      allocated to the Corresponding Certificates for such Corresponding Interests,
      until the Uncertificated Principal Balances of such REMIC I Regular Interests
      are reduced to zero, and second, to the holders of REMIC I Regular Interest
      ZZ,
      until the Uncertificated Principal Balance of such REMIC I Regular Interest
      is
      reduced to zero ; and

     

    (C)  any
      remaining amount to the Holders of the Class R-1 Certificates.

     

    (c)  On
      each
      Distribution Date, all amounts representing Prepayment Charges shall be deemed
      distributed in respect of REMIC I Regular Interest P, provided that such amounts
      shall not reduce the Uncertificated Principal Balance of REMIC I Regular
      Interest P. On the Distribution Date immediately following the expiration of
      the
      latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
      $100
      shall be deemed distributed in respect of REMIC I Regular Interest P in
      reduction of the Uncertificated Principal Balance thereof.

     

    (d)  On
      each
      Distribution Date, the Interest Funds and Principal Funds, in the following
      order of priority, shall be deemed distributed by REMIC II to REMIC III on
      account of the REMIC II Regular Interests (other than REMIC II Regular Interest
      P) or withdrawn from the Distribution Account and distributed to the Holders
      of
      the Class R-2 Certificates, as the case may be:

     

    (i)  to
      the
      holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
      P), in the same manner and priority as paid to the Corresponding Certificates
      and, in the case of REMIC II Regular Interest C, as paid to the Class C
      Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II
      Regular Interest C, the REMIC II Regular Interest C Distribution Amount) for
      such Distribution Date, plus any amounts in respect thereof remaining unpaid
      from previous Distribution Dates; and

     

    (ii)  to
      the
      holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
      P), in an amount equal to the remainder of the Interest Funds and Principal
      Funds for such Distribution Date after the distribution made pursuant to clause
      (i) above, allocated in the same manner and priority as paid to the
      Corresponding Certificates, until the Uncertificated Principal Balances thereof
      have been reduced to zero, and any remaining amount to the Holders of the Class
      R-2 Certificates.

     

    (e)  On
      each
      Distribution Date, all amounts representing Prepayment Charges distributed
      in
      respect of REMIC I Regular Interest P shall be deemed to be distributed in
      respect of REMIC II Regular Interest P, provided that such amounts shall not
      reduce the Uncertificated Principal Balance of REMIC II Regular Interest P.
      On
      the Distribution Date immediately following the expiration of the latest
      Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall
      be deemed distributed in respect of REMIC II Regular Interest P in reduction
      of
      the Uncertificated Principal Balance thereof.

     

    (f)  On
      each
      Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest
      the ownership of which is represented by the Class A-1 Certificates shall be
      deemed to receive (x) accrued interest at the related Uncertificated REMIC
      III
      Pass-Through Rate on an amount equal to the then current Certificate Principal
      Balance of the Class A-1 Certificates and (y) any amounts in respect thereof
      remaining unpaid from previous Distribution Dates for such Regular Interest,
      and
      (ii) the Regular Interest the ownership of which is represented by the Class
      A-2
      Certificates shall be deemed to receive (x) accrued interest at the related
      Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional Amount
      for such Regular Interest for such Distribution Date and (y) any amounts in
      respect thereof remaining unpaid from previous Distribution Dates for such
      Regular Interest, and (2) amounts distributable in reduction of the Certificate
      Principal Balance of the Class A-1 Certificates shall be deemed distributed
      to
      the Regular Interest the ownership of which is represented by such Certificates
      in reduction of the related principal balance thereof. Any amounts received
      on
      each Distribution Date by Holders of the Class A Certificates at a rate equal
      to
      the related Pass-Through Rate which is in excess of, or less than, the amounts
      specified above in the related clause (x) for the Regular Interests the
      ownership of which is represented by such Certificates shall be treated in
      accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through
      Amounts in Section 6.11.

     

    (g)  On
      each
      Distribution Date, an amount equal to the amounts distributed pursuant to
      Sections 6.04(a)(3)(D), (E) and (G) on such date shall be deemed distributed
      from REMIC III to REMIC IV in respect of the Class C Distribution Amount
      distributable on the Class C Interest.

     

    (h)  On
      each
      Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
      Interest P shall be deemed distributed by REMIC III to REMIC V in respect of
      the
      Class P Interest.

     

    Section
      6.08  Reserve
      Fund. 

     

    (a)  The
      Trustee shall establish a Reserve Fund on behalf of the Holders of the
Class
      A,
      Class
      B, Class M and Class C Certificates. The Reserve Fund shall be an Eligible
      Account. The Reserve Fund shall be entitled “Reserve Fund, Wells Fargo Bank,
      N.A. as Trustee for the benefit of Holders of Bear Stearns Asset Backed
      Securities I LLC, Asset-Backed Certificates, Series 2007-AC3, Class A-1, Class
      A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class
      B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or
      cause to be deposited, into the Reserve Fund an amount equal to the Reserve
      Fund
      Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall
      Carry Forward Amount payable to any Class of Certificates, the Trustee shall
      deposit the amounts distributable pursuant to clauses (D) and (E) of Section
      6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the
      Class
      C Certificateholder to distribute any amounts then on deposit in the Reserve
      Fund to the Holders of the Class A, Class M and Class B Certificates in respect
      of the Basis Risk Shortfall Carry Forward Amount for each such Class in the
      priorities set forth in clauses (D) and (E) of Section 6.04(a)(3). Any amount
      paid to the Holders of Class A, Class M or Class B Certificates from amounts
      distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant
      to
      the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
      shall be treated as distributed to the Class C Certificateholder in respect
      of
      the Class C Certificates and paid by the Class C Certificateholder to the
      Holders of the Class A, Class M or Class B Certificates. Any payments to the
      Holders of the Class A, Class M or Class B in respect of Basis Risk Shortfall
      Carry Forwards Amounts pursuant to the second preceding sentence shall not
      be
      payments with respect to a Regular Interest in a REMIC within the meaning of
      Section 860G(a)(1) of the Code.

     

    (b)  The
      Reserve Fund is an “outside reserve fund” within the meaning of Treasury
      Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
      not
      an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
      owner of the Reserve Fund. The Class C Certificateholders shall be the
      beneficial owners of the Reserve Fund, subject to the power of the Trustee
      to
      transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall
      be
      held either uninvested in a trust or deposit account of the Trustee with no
      liability for interest or other compensation thereof or, at the direction of
      the
      majority Class C Certificateholder, be invested in Permitted Investments that
      mature no later than the Business Day prior to the next succeeding Distribution
      Date. All net income and gain from such investments shall be distributed to
      the
      Class C Certificateholders, pro rata among such Certificateholders, not as
      a
      distribution in respect of any interest in any REMIC, on such Distribution
      Date.
      All amounts earned on amounts on deposit in the Reserve Fund shall be taxable
      to
      the Class C Certificateholder. Any losses on such investments shall be deposited
      in the Reserve Fund by the Class C Certificateholders, pro rata, out of their
      own funds immediately as realized. In the event that the Class C
      Certificateholder shall fail to provide investment instructions to the Trustee,
      the amounts on deposit in the Reserve Fund shall be held
      uninvested.

     

    (c)  For
      federal tax return and information reporting, the right of the Holders of the
      Class A, Class M and Class B Certificates to receive payments from the Reserve
      Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be
      assigned a value of zero.

     

    Section
      6.09  Class
      P
      Certificate Account. 

     

    The
      Trustee shall establish and maintain with itself a separate, segregated trust
      account for each of the Class P Certificates, titled “Bear Stearns Asset Backed
      Securities I Trust 2007-AC3 Class P Certificate Account” (the “Class P
      Certificate Account”). On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class P Certificate Account $100.00. Prepayment charges
      shall be allocated to the Class P Certificate. The
      amount on deposit in the Class P Certificate Account shall be held uninvested.
      On the Distribution Date immediately following the expiration of the latest
      Prepayment Charge term as identified on the Mortgage Loan Schedule, the Trustee
      shall withdraw the amount on deposit in the Class P Certificate Account and
      remit such amount to the Holders of the Class P Certificates in reduction of
      the
      Certificate Principal Balance thereof.

     

    Section
      6.10  The
      Class
      A-1 Corridor Contract

     

    The
      Trustee shall demand payment of all money payable by the Corridor Contract
      Counterparty under the Class A-1 Corridor Contract. The Trustee shall deposit
      in
      the Class A-1/A-2 Net WAC Reserve Account all payments received by the Corridor
      Contract Counterparty pursuant to the Class A-1 Corridor Contract. On each
      Distribution Date the Trustee shall remit amounts received from the Corridor
      Contract Counterparty to the Holders of the Class A-1 Certificates and Class
      C
      Certificates in the following manner and order of priority: 

     

    first,
      to
      the Class A-1 Certificates, any Class A-1 Additional Interest Amount for such
      Class of Certificates for such Distribution Date; and

     

    second,
      any remaining amounts received under the Class A-1 Corridor Contract, to the
      Class C Certificates.

     

    In
      the
      event that the Corridor Contract Counterparty fails to perform any of its
      obligations under the Class A-1 Corridor Contract (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Class A-1 Corridor Contract) occurs with respect to
      the
      Class A-1 Corridor Contract, the Trustee shall, promptly following actual notice
      of such failure, breach or event, notify the Depositor and send any notices
      and
      make any demands, on behalf of the Issuing Entity, required to enforce the
      rights of the Issuing Entity under the Class A-1 Corridor Contract.


     

    In
      the
      event that the Corridor Contract Counterparty’s obligations are guaranteed by a
      third party under a guaranty relating to the Class A-1 Corridor Contract (such
      guaranty the “Guaranty” and such third party the “Guarantor”), then to the
      extent that the Corridor Contract Counterparty fails to make any payment by
      the
      close of business on the day it is required to make payment under the terms
      of
      the Class A-1 Corridor Contract, the Trustee shall, promptly following actual
      notice of the Corridor Contract Counterparty’s failure to pay, demand that the
      Guarantor make any and all payments then required to be made by the Guarantor
      pursuant to such Guaranty. The
      Swap Provider or the Depositor shall promptly provide the Trustee with a copy
      of
      such Guaranty;
      provided, that the Trustee shall in no event be liable for any failure or delay
      in the performance by the Corridor Contract Counterparty or any Guarantor of
      its
      obligations hereunder or pursuant to the Class A-1 Corridor Contract and the
      Guaranty, nor for any special, indirect or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits) in connection
      therewith.

     

    Upon
      an
      early termination of the Class A-1 Corridor Contract other than in connection
      with the optional termination of the Issuing Entity, the Trustee, pursuant
      to
      this Agreement, will use reasonable efforts to appoint a successor corridor
      contract counterparty selected by the Depositor to enter into a new class A-1
      corridor contract on terms substantially similar to the Class A-1 Corridor
      Contract, with a successor corridor contract counterparty meeting all applicable
      eligibility requirements. The Trustee will apply any Class A-1 Corridor Contract
      termination payment received from the original Corridor Contract Counterparty
      in
      connection with such early termination of the Class A-1 Corridor Contract to
      the
      upfront payment required to appoint the successor corridor contract
      counterparty. 

     

    If
      the
      Trustee is unable to appoint a successor corridor contract counterparty selected
      by the Depositor within 30 days of the early termination of the Class A-1
      Corridor Contract, then the Trustee will deposit any Class A-1 Corridor Contract
      termination payment received from the original Corridor Contract Counterparty
      into a separate, non-interest bearing reserve account and will, on each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the payment, if any, that would
      have
      been paid to the Trustee by the original Corridor Contract Counterparty
      calculated in accordance with the terms of the original Class A-1 Corridor
      Contract, and distribute such amount in accordance with the terms of this
      Agreement.

     

    Section
      6.11  Class
      A-1/A-2 Net WAC Pass-Through Amount; Class A-1/A-2 Net WAC Reserve
      Account.

     

    (a)  The
      Trustee shall establish a Class A-1/A-2 Net WAC Reserve Account on behalf of
      the
      Holders of the Class A-1 Certificates and Class A-2 Certificates. The Class
      A-1/A-2 Net WAC Reserve Account shall be an Eligible Account. The Class A-1/A-2
      Net WAC Reserve Account shall be entitled “Class A-1/A-2 Net WAC Reserve
      Account, Wells Fargo Bank, N.A. as Trustee for the benefit of Holders of Bear
      Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series
      2007-AC3, Class A-1 Certificates and Class A-2 Certificates”. On the Closing
      Date, the Depositor shall deposit, or cause to be deposited, into the Class
      A-1/A-2 Net WAC Reserve Account an amount equal to the Class A-1/A-2 Net WAC
      Reserve Account Deposit.

     

    (b)  On
      each
      Distribution Date on which the weighted average of the Net Mortgage Rates on
      the
      Mortgage Loans is less than the Class A-1/A-2 Target Rate, the accrued interest
      in respect of the Regular Interest the ownership of which is represented by
      the
      Class A-1 Certificates will include the Class A-1/A-2 Net WAC Pass-Through
      Amount for such Distribution Date. On each such Distribution Date, the Trustee
      shall deposit into the Class A-1/A-2 Net WAC Reserve Account the Class A-1/A-2
      Net WAC Pass-Through Amount for such Distribution Date rather than distributing
      such amounts to the Class A-1 Certificateholders. Notwithstanding the foregoing,
      for federal, state and local tax purposes, such Class A-1/A-2 Net WAC
      Pass-Through Amount shall be deemed distributed to the Class A-1
      Certificateholders in respect of the Regular Interest the ownership of which
      is
      represented by the Class A-1 Certificates. On each such Distribution Date,
      the
      Trustee shall hold the Class A-1/A-2 Net WAC Pass-Through Amount for the benefit
      of the Holders of the Class A-2 Certificates and shall distribute such amount
      to
      the Holders of the Class A-2 Certificates. Payments to the Holders of the Class
      A-2 Certificates of any Class A-1/A-2 Net WAC Pass-Through Amount will not
      be
      payments with respect to a Regular Interest in a REMIC within the meaning of
      Code Section 860G(a)(1).

     

    (c)  (c)By
      accepting a Class A-1 Certificate, each Class A-1 Certificateholder thereby
      agrees to direct the Trustee to deposit into the Class A-1/A-2 Net WAC Reserve
      Account any Class A-1/A-2 Net WAC Pass-Through Amount rather than distributing
      such amount to the Class A-1 Certificateholders and further agrees that such
      direction is given for good and valuable consideration, the receipt and
      sufficiency of which is acknowledged by such acceptance. By accepting a Class
      A-1 Certificate, each Class A-1 Certificateholder acknowledges that any such
      Class A-1/A-2 Net WAC Pass-Through Amount shall for federal, state and local
      tax
      purposes be deemed distributed in respect of the Regular Interest the ownership
      of which is represented by the Class A-1 Certificates. By accepting a Class
      A-2
      Certificate, each Class A-2 Certificateholder acknowledges that for federal,
      state and local tax purposes any payments of such Class A-1/A-2 Net WAC
      Pass-Through Amount shall not be payments with respect to a Regular Interest
      in
      a REMIC within the meaning of Code Section 860G(a)(1).

     

    (d) The
      Class
      A-1/A-2 Net WAC Reserve Account is an “outside reserve fund” within the meaning
      of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust
      Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall
      be
      the nominal owner of the Class A-1/A-2 Net WAC Reserve Account. The Class A-1
      Certificateholders shall be the beneficial owner of the Class A-1/A-2 Net WAC
      Reserve Account, subject to the power of the Trustee to transfer amounts under
      clause (b) above. Amounts in the Class A-1/A-2 Net WAC Reserve Account shall
      be
      held uninvested.

     

    ARTICLE
      VII


    THE
      CERTIFICATES

     

    Section
      7.01  The
      Certificates. 

     

    The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-7. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      	
              Class

            	 	
              Minimum
                Denomination

            	 	
              Integral
                Multiple in Excess of Minimum

            	 	
              Initial
                Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 
	
              A-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              346,500,000.00

            	 	
              Class
                A-1 Pass-Through Rate

            	 
	
              A-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              346,500,000.00

            	
              (1)

            	
              Class
                A-2 Pass-Through Rate

            	 
	
              M-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              11,034,000.00

            	 	
              Class
                M-1 Pass-Through Rate

            	 
	
              M-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              3,928,000.00

            	 	
              Class
                M-2 Pass-Through Rate

            	 
	
              M-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,496,000.00

            	 	
              Class
                M-3 Pass-Through Rate

            	 
	
              M-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,496,000.00

            	 	
              Class
                M-4 Pass-Through Rate

            	 
	
              B-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,309,000.00

            	 	
              Class
                B-1 Pass-Through Rate

            	 
	
              B-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,309,000.00

            	 	
              Class
                B-2 Pass-Through Rate

            	 
	
              B-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,496,000.00

            	 	
              Class
                B-3 Pass-Through Rate

            	 
	
              B-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              1,870,000.00

            	 	
              Class
                B-4 Pass-Through Rate

            	 
	
              C

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1.00

            	 	
              $

            	
              373,991,112.41

            	
              (1)

            	
              (3)

            	 
	
              P

            	 	
              $

            	
              100

            	 	 	
              N/A

            	 	
              $

            	
              100.00

            	
              (2)

            	
              N/A

            	 
	
              R-1

            	 	 	
              100

            	
              %

            	 	
              N/A

            	 	 	
              N/A

            	
              (2)

            	
              N/A

            	 
	
              R-2

            	 	 	
              100

            	
              %

            	 	
              N/A

            	 	 	
              N/A

            	
              (2)

            	
              N/A

            	 
	
              R-3

            	 	 	
              100

            	
              %

            	 	
              N/A

            	 	 	
              N/A

            	
              (2)

            	
              N/A

            	 
	
              RX

            	 	 	
              100

            	
              %

            	 	
              N/A

            	 	 	
              N/A

            	
              (2)

            	
              N/A

            	 


    

    


    
      	
              (1)

            	
              This
                is a notional amount. 

            
	
              (2)

            	
              The
                Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates
                are not
                entitled to distributions in respect of interest

            
	
              (3)

            	
              As
                defined in “Pass-Through Rate” definition.

            
	 	 


    

    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trustee by an authorized officer. Certificates bearing the manual or facsimile
      signatures of individuals who were, at the time when such signatures were
      affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
      notwithstanding that such individuals or any of them have ceased to be so
      authorized prior to the authentication and delivery of such Certificates or
      did
      not hold such offices at the date of such authentication and delivery. No
      Certificate shall be entitled to any benefit under this Agreement, or be valid
      for any purpose, unless there appears on such Certificate the countersignature
      of the Trustee by manual signature, and such countersignature upon any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly countersigned and delivered hereunder. All
      Certificates shall be dated the date of their countersignature. On the Closing
      Date, the Trustee shall authenticate the Certificates to be issued at the
      written direction of the Depositor, or any affiliate thereof.

     

    The
      Depositor shall provide, or cause to be provided, to the Trustee on a continuous
      basis, an adequate inventory of Certificates to facilitate
      transfers.

     

    Section
      7.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates. 

     

    (a)  The
      Trustee
      shall
      maintain, or cause to be maintained in accordance with the provisions of Section
      7.09 hereof, a Certificate Register for the Trust Fund in which, subject to
      the
      provisions of subsections (b) and (c) below and to such reasonable regulations
      as it may prescribe, the Trustee
      shall
      provide for the registration of Certificates and of Transfers and exchanges
      of
      Certificates as herein provided. Upon surrender for registration of Transfer
      of
      any Certificate, the Trustee
      shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trustee. Whenever any Certificates
      are
      so surrendered for exchange, the Trustee shall execute, authenticate, and
      deliver the Certificates that the Certificateholder making the exchange is
      entitled to receive. Every Certificate presented or surrendered for registration
      of Transfer or exchange shall be accompanied by a written instrument of Transfer
      in form satisfactory to the Trustee duly executed by the Holder thereof or
      his
      attorney duly authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Trustee in accordance with the
      Trustee’s customary procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the Transfer in substantially the forms set forth
      in Exhibit D (the “Transferor Certificate”) and (x) deliver a letter in
      substantially the form of either Exhibit E (the “Investment Letter”) or Exhibit
      F (the “Rule 144A Letter”) or (y) there shall be delivered to the Trustee an
      Opinion of Counsel addressed to the Trustee that such Transfer may be made
      pursuant to an exemption from the Securities Act, which Opinion of Counsel
      shall
      not be an expense of the Depositor, the Seller, the Master Servicer or the
      Trustee; provided, however, that such representation letters will not be
      required in connection with any transfer of any such Certificate by the
      Depositor to an affiliate of the Depositor and the Trustee and the Trustee
      shall
      be entitled to conclusively rely upon a representation (which, upon the request
      of the Trustee, shall be a written representation) from the Depositor of the
      status of such transferee as an affiliate of the Depositor. The Depositor shall
      provide to any Holder of a Private Certificate and any prospective transferee
      designated by any such Holder, information regarding the related Certificates
      and the Mortgage Loans and such other information as shall be necessary to
      satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer
      of any such Certificate without registration thereof under the Securities Act
      pursuant to the registration exemption provided by Rule 144A. The Trustee and
      the Master Servicer shall cooperate with the Depositor in providing the Rule
      144A information referenced in the preceding sentence, including providing
      to
      the Depositor such information regarding the Certificates, the Mortgage Loans
      and other matters regarding the Trust Fund as the Depositor shall reasonably
      request to meet its obligation under the preceding sentence. Notwithstanding
      the
      provisions of the immediately preceding sentence, no restrictions shall apply
      with respect to the transfer or registration of transfer of a beneficial
      interest in any Certificate that is a Global Certificate of a Class to a
      transferee that takes delivery in the form of a beneficial interest in the
      Global Certificate of such Class provided that each such transferee shall be
      deemed to have made such representations and warranties contained in the Rule
      144A and Related Matters Certificate as are sufficient to establish that it
      is a
      QIB. Each Holder of a Private Certificate desiring to effect such Transfer
      shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
      Seller, the Trustee and the Master Servicer against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      Transfer of an ERISA Restricted Certificate or Class B-4 Certificate shall
      be
      made unless either (i) the Master Servicer and the Trustee shall have received
      a
      representation from the transferee of such Certificate acceptable to and in
      form
      and substance satisfactory to the Master Servicer and the Trustee, to the effect
      that such transferee is not an employee benefit plan subject to Section 406
      of
      ERISA and/or a plan subject to Section 4975 of the Code, or a Person acting
      on
      behalf of any such plan or using the assets of any such plan, or (ii) in the
      case of any such ERISA Restricted Certificate presented for registration in
      the
      name of an employee benefit plan subject to ERISA, or a plan subject to Section
      4975 of the Code (or comparable provisions of any subsequent enactments), or
      a
      trustee of any such plan or any other person acting on behalf of any such plan,
      the Trustee shall have received an Opinion of Counsel for the benefit of the
      Trustee and the Master Servicer and on which they may rely, satisfactory to
      the
      Trustee, to the effect that the purchase and holding of such ERISA Restricted
      Certificate is permissible under applicable law, will not constitute or result
      in the assets of the Trust being deemed to be “plan assets” under ERISA or the
      Code, will not result in any prohibited transactions under ERISA or Section
      4975
      of the Code and will not subject the Trustee, the Master Servicer or the
      Depositor to any obligation in addition to those expressly undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      Master Servicer or the Depositor, or, in the case of a Class B-4 Certificate,
      the transferee provides a representation, or deemed representation in the case
      of the Global Certificate or an opinion of counsel to the effect that the
      proposed transfer and holding of such Certificate and the servicing, management
      and operation of the Trustee and its assets: (I) will not result in any
      prohibited transaction which is not covered under an individual or class
      prohibited transaction exemption, including, but not limited to, Prohibited
      Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or
      PTCE 96-23 and (II) will not give rise to any additional obligations on the
      part
      of the Depositor, the Trustee or the Master Servicer. Notwithstanding anything
      else to the contrary herein, any purported transfer of an ERISA Restricted
      Certificate to or on behalf of an employee benefit plan subject to Section
      406
      of ERISA and/or a plan subject to Section 4975 of the Code without the delivery
      of the Opinion of Counsel as described above shall be void and of no effect;
      provided that the restriction set forth in this sentence shall not be applicable
      if there has been delivered to the Trustee
      an Opinion of Counsel meeting the requirements of clause (ii) of the first
      sentence of this paragraph. Neither the Trustee nor the Master Servicer shall
      be
      required to monitor, determine or inquire as to compliance with the transfer
      restrictions with respect to any ERISA Restricted Certificate that is a
      Book-Entry Certificate, and neither the Trustee nor the Master Servicer shall
      have any liability for transfers of any such Book-Entry Certificates made
      through the book-entry facilities of any Depository or between or among
      participants of the Depository or Certificate Owners made in violation of the
      transfer restrictions set forth herein. Neither the Trustee nor the Master
      Servicer shall be under any liability to any Person for any registration of
      transfer of any ERISA Restricted Certificate that is in fact not permitted
      by
      this Section 7.02(b) or for making any payments due on such Certificate to
      the
      Holder thereof or taking any other action with respect to such Holder under
      the
      provisions of this Agreement. The Trustee shall be entitled, but not obligated,
      to recover from any Holder of any ERISA Restricted Certificate that was in
      fact
      an employee benefit plan subject to Section 406 of ERISA or a plan subject
      to
      Section 4975 of the Code or a Person acting on behalf of any such plan at the
      time it became a Holder or, at such subsequent time as it became such a plan
      or
      Person acting on behalf of such a plan, all payments made on such ERISA
      Restricted Certificate at and after either such time. Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to the
      last
      preceding Holder of such Certificate that is not such a plan or Person acting
      on
      behalf of a plan.

     

    Each
      beneficial owner of a Class M Certificate and Class B Certificate, except for
      a
      Class B-4 Certificate, or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of that certificate or
      interest therein, that either (i) it is not a Plan or investing with “Plan
      Assets”, (ii) it has acquired and is holding such certificate in reliance on the
      Exemption, and that it understands that there are certain conditions to the
      availability of the Exemption, including that the certificate must be rated,
      at
      the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch
      Ratings, Dominion Bond Rating Service Limited (known as DBRS Limited), Dominion
      Bond Rating Service, Inc. (known as DBRS, Inc.), or Moody’s, and the certificate
      is so rated or (iii) (1) it is an insurance company, (2) the source of funds
      used to acquire or hold the certificate or interest therein is an “insurance
      company general account,” as such term is defined in Prohibited Transaction
      Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of
      PTCE 95-60 have been satisfied.

     

    (c)  Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)  No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee
      shall
      not register the Transfer of any Residual Certificate unless, in addition to
      the
      certificates required to be delivered to the Trustee
      under
      subparagraph (b) above, the Trustee
      shall
      have been furnished with an affidavit and agreement of the initial owner or
      the
      proposed transferee in the form attached hereto as Exhibit C (a “Transferee
      Affidavit”) and an affidavit of the transferor in the form attached hereto as
      Exhibit CC (a “Transferor Affidavit”).

     

    (iii)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
      such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
      Certificate or to cause the Transfer of an Ownership Interest in a Residual
      Certificate to any other Person if it has actual knowledge that such Person
      is
      not a Permitted Transferee and (D) to provide the Trustee and the Depositor
      with
      a Transferor Affidavit.

     

    (iv)  Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 7.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 7.02(c), then the last preceding
      Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. The Trustee shall not be under any liability to any Person for
      any
      registration of Transfer of a Residual Certificate that is in fact not permitted
      by Section 7.02(b) and this Section 7.02(c) or for making any payments due
      on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of this Agreement so long as the Transfer
      was registered after receipt of the related Transferee Affidavit and Transferor
      Affidavit. The Trustee shall be entitled but not obligated to recover from
      any
      Holder of a Residual Certificate that was in fact not a Permitted Transferee
      at
      the time it became a Holder or, at such subsequent time as it became other
      than
      a Permitted Transferee, all payments made on such Residual Certificate at and
      after either such time. Any such payments so recovered by the Trustee shall
      be
      paid and delivered by the Trustee to the last preceding Permitted Transferee
      of
      such Certificate.

     

    (v)  The
      Master Servicer shall make available within 60 days of written request from
      the
      Trustee, all information necessary to compute any tax imposed under Section
      860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
      Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this Section
      7.02(c) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to Transfers occurring after
      delivery to the Trustee
      of an Opinion of Counsel addressed to the Trustee,
      which Opinion of Counsel shall not be an expense of the Trustee, the Seller
      or
      the Master Servicer to the effect that the elimination of such restrictions
      will
      not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable,
      to
      fail to qualify as a REMIC at any time that the Certificates are outstanding
      or
      result in the imposition of any tax on the Trust Fund, a Certificateholder
      or
      another Person. Each Person holding or acquiring any Ownership Interest in
      a
      Residual Certificate hereby consents to any amendment of this Agreement that,
      based on an Opinion of Counsel addressed to the Trustee
      and furnished to the Trustee,
      is reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is not a Permitted Transferee and (b) to provide
      for a means to compel the Transfer of a Residual Certificate that is held by
      a
      Person that is not a Permitted Transferee to a Holder that is a Permitted
      Transferee.

     

    (d)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 7.02 shall not be an expense of the Trust Fund, the Trustee, the
      Depositor, the Seller or the Master Servicer.

     

    (e)  Subject
      to Subsection 7.02(i), so long as a Global Certificate of such Class is
      outstanding and is held by or on behalf of the Depository, transfers of
      beneficial interests in such Global Certificate, or transfers by holders of
      Individual Certificates of such Class to transferees that take delivery in
      the
      form of beneficial interests in the Global Certificate, may be made only in
      accordance with Subsection 7.02(b) and in accordance with the rules of the
      Depository:

     

    (i)  In
      the
      case of a beneficial interest in the Global Certificate being transferred to
      an
      Institutional Accredited Investor, such transferee shall be required to take
      delivery in the form of an Individual Certificate or Certificates and the
      Trustee shall register such transfer only upon compliance with the provisions
      of
      Subsection 7.02(b).

     

    (ii)  In
      the
      case of a beneficial interest in a Class of Global Certificates being
      transferred to a transferee that takes delivery in the form of an Individual
      Certificate or Certificates of such Class, except as set forth in clause (i)
      above, the Trustee shall register such transfer only upon compliance with the
      provisions of Subsection 7.02(b).

     

    (iii)  In
      the
      case of an Individual Certificate of a Class being transferred to a transferee
      that takes delivery in the form of a beneficial interest in a Global Certificate
      of such Class, the Trustee shall register such transfer if the transferee has
      provided the Trustee with a Rule 144A and Related Matters Certificate or
      comparable evidence as to its QIB status.

     

    (iv)  No
      restrictions shall apply with respect to the transfer or registration of
      transfer of a beneficial interest in the Global Certificate of a Class to a
      transferee that takes delivery in the form of a beneficial interest in the
      Global Certificate of such Class; provided that each such transferee shall
      be
      deemed to have made such representations and warranties contained in the Rule
      144A and Related Matters Certificate as are sufficient to establish that it
      is a
      QIB.

     

    (f)  Subject
      to Subsection 7.02(h), an exchange of a beneficial interest in a Global
      Certificate of a Class for an Individual Certificate or Certificates of such
      Class, an exchange of an Individual Certificate or Certificates of a Class
      for a
      beneficial interest in the Global Certificate of such Class and an exchange
      of
      an Individual Certificate or Certificates of a Class for another Individual
      Certificate or Certificates of such Class (in each case, whether or not such
      exchange is made in anticipation of subsequent transfer, and, in the case of
      the
      Global Certificate of such Class, so long as such Certificate is outstanding
      and
      is held by or on behalf of the Depository) may be made only in accordance with
      this Subsection 7.02(e) and in accordance with the rules of the
      Depository:

     

    (i)  A
      holder
      of a beneficial interest in a Global Certificate of a Class may at any time
      exchange such beneficial interest for an Individual Certificate or Certificates
      of such Class.

     

    (ii)  A
      holder
      of an Individual Certificate or Certificates of a Class may exchange such
      Certificate or Certificates for a beneficial interest in the Global Certificate
      of such Class if such holder furnishes to the Trustee a Rule 144A and Related
      Matters Certificate or comparable evidence as to its QIB status.

     

    (iii)  A
      holder
      of an Individual Certificate of a Class may exchange such Certificate for an
      equal aggregate principal amount of Individual Certificates of such Class in
      different authorized denominations without any certification.

     

    (g)  (i)Upon
      acceptance for exchange or transfer of an Individual Certificate of a Class
      for
      a beneficial interest in a Global Certificate of such Class as provided herein,
      the Trustee shall cancel such Individual Certificate and shall (or shall request
      the Depository to) endorse on the schedule affixed to the applicable Global
      Certificate (or on a continuation of such schedule affixed to the Global
      Certificate and made a part thereof) or otherwise make in its books and records
      an appropriate notation evidencing the date of such exchange or transfer and
      an
      increase in the certificate balance of the Global Certificate equal to the
      certificate balance of such Individual Certificate exchanged or transferred
      therefor.

     

    (ii)  Upon
      acceptance for exchange or transfer of a beneficial interest in a Global
      Certificate of a Class for an Individual Certificate of such Class as provided
      herein, the Trustee
      shall
      (or
      shall request the Depository to) endorse on the schedule affixed to such Global
      Certificate (or on a continuation of such schedule affixed to such Global
      Certificate and made a part thereof) or otherwise make in its books and records
      an appropriate notation evidencing the date of such exchange or transfer and
      a
      decrease in the certificate balance of such Global Certificate equal to the
      certificate balance of such Individual Certificate issued in exchange therefor
      or upon transfer thereof.

     

    (h)  Any
      Individual Certificate issued in exchange for or upon transfer of another
      Individual Certificate or of a beneficial interest in a Global Certificate
      shall
      bear the applicable legends set forth in Exhibit A-3.

     

    (i)  Subject
      to the restrictions on transfer and exchange set forth in this Section 7.02,
      the
      holder of any Individual Certificate may transfer or exchange the same in whole
      or in part (in an initial certificate balance equal to the minimum authorized
      denomination set forth in Section 7.01 above or any integral multiple of $1.00
      in excess thereof) by surrendering such Certificate at the Corporate Trust
      Office, or at the office of any transfer agent, together with an executed
      instrument of assignment and transfer satisfactory in form and substance to
      the
      Trustee in the case of transfer and a written request for exchange in the case
      of exchange. The holder of a beneficial interest in a Global Certificate may,
      subject to the rules and procedures of the Depository, cause the Depository
      (or
      its nominee) to notify the Trustee in writing of a request for transfer or
      exchange of such beneficial interest for an Individual Certificate or
      Certificates. Following a proper request for transfer or exchange, the Trustee
      shall, within five Business Days of such request made at the Corporate Trust
      Office, sign, countersign and deliver at the Corporate Trust Office, to the
      transferee (in the case of transfer) or holder (in the case of exchange) or
      send
      by first class mail at the risk of the transferee (in the case of transfer)
      or
      holder (in the case of exchange) to such address as the transferee or holder,
      as
      applicable, may request, an Individual Certificate or Certificates, as the
      case
      may require, for a like aggregate Percentage Interest and in such authorized
      denomination or denominations as may be requested. The presentation for transfer
      or exchange of any Individual Certificate shall not be valid unless made at
      the
      Corporate Trust Office by the registered holder in person, or by a duly
      authorized attorney-in-fact.

     

    (j)  Neither
      the Trustee nor the Master Servicer shall be required to monitor, determine
      or
      inquire as to compliance with the transfer restrictions with respect to the
      Global Certificates. Any attempted or purported transfer of any Certificate
      in
      violation of the provisions of Subsections (a) or (b) above shall be void ab
      initio and such Certificate shall be considered to have been held continuously
      by the prior permitted Certificateholder. Any transferor of any Certificate
      in
      violation of such provisions, shall indemnify and hold harmless the Trustee
      and
      the Master Servicer from and against any and all liabilities, claims, costs
      or
      expenses incurred by the Trustee or the Master Servicer as a result of such
      attempted or purported transfer. The Trustee shall not have any liability for
      transfer of any such Global Certificates in or through book-entry facilities
      of
      any Depository or between or among Depository Participants or Certificate Owners
      made in violation of the transfer restrictions set forth herein.

     

    Section
      7.03  Mutilated,
      Destroyed, Lost or Stolen Certificates. 

     

    If
      any
      mutilated Certificate is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any
      Certificate and of the ownership thereof.

     

    Section
      7.04  Persons
      Deemed Owners. 

     

    The
      Trustee and any agent of the Trustee may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and neither the Trustee nor any agent of the Trustee shall be
      affected by any notice to the contrary.

     

    Section
      7.05  Access
      to
      List of Certificateholders’ Names and Addresses. 

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Trustee, (b) state that such Certificateholders desire to communicate with
      other
      Certificateholders with respect to their rights under this Agreement or under
      the Certificates, and (c) provide a copy of the communication that such
      Certificateholders propose to transmit or if the Depositor or the Master
      Servicer shall request such information in writing from the Trustee, then the
      Trustee shall, within ten Business Days after the receipt of such request,
      provide the Depositor, the Master Servicer or such Certificateholders at such
      recipients’ expense the most recent list of the Certificateholders of the Trust
      Fund held by the Trustee, if any. The Depositor and every Certificateholder,
      by
      receiving and holding a Certificate, agree that the Trustee shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      7.06  Book-Entry
      Certificates. 

     

    The
      Offered Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book-Entry Certificates,
      to be
      delivered to the Depository by or on behalf of the Depositor. Such Certificates
      shall initially be registered on the Certificate Register in the name of the
      Depository or its nominee, and no Certificate Owner of such Certificates will
      receive a definitive certificate representing such Certificate Owner’s interest
      in such Certificates, except as provided in Section 7.08. Unless and until
      definitive, fully registered Certificates (“Definitive Certificates”) have been
      issued to the Certificate Owners of such Certificates pursuant to Section
      7.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Trustee may deal with the Depository and the Depository
      Participants for all purposes (including the making of distributions) as the
      authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Trustee except
      to
      another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 7.08, the Depository will make book-entry transfers among
      the Depository Participants and receive and transmit distributions of principal
      and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Agreement, the provisions of this Section shall control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    The
      Private Certificates shall initially be held in fully registered certificated
      form. If at any time the Holders of all of the Certificates of one or more
      such
      Classes request that the Trustee cause such Class to become Global Certificates,
      the Depositor (with the assistance of the Trustee) will take such action as
      may
      be reasonably required to cause the Depository to accept such Class or Classes
      for trading if it may legally be so traded. If at anytime there are to be Global
      Certificates, the Global Certificates shall be delivered to the Depository
      by
      the Depositor or deposited with the Trustee as custodian for the
      Depository.

     

    All
      transfers by Certificate Owners of such respective Classes of Book-Entry
      Certificates and any Global Certificates shall be made in accordance with the
      procedures established by the Depository Participant or brokerage firm
      representing such Certificate Owners. Each Depository Participant shall only
      transfer Book-Entry Certificates of Certificate Owners it represents or of
      brokerage firms for which it acts as agent in accordance with the Depository’s
      normal procedures.

     

    Section
      7.07  Notices
      to Depository. 

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Trustee shall give all such notices and communications
      to the Depository.

     

    Section
      7.08  Definitive
      Certificates. 

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Trustee that the Depository is
      no
      longer willing or able to discharge properly its responsibilities under the
      Depository Agreement with respect to such Certificates and the Depositor is
      unable to locate a qualified successor, (b) the Depositor, at its sole option,
      advises the Trustee that it elects to terminate the book-entry system with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of an Event of Default, Certificate Owners of such Book-Entry
      Certificates having over 50% of the Voting Rights evidenced by any Class of
      Book-Entry Certificates advise the Trustee and the Depository in writing through
      the Depository Participants that the continuation of a book-entry system with
      respect to Certificates of such Class through the Depository (or its successor)
      is no longer in the best interests of the Certificate Owners of such Class,
      then
      the Trustee shall notify all Certificate Owners of such Certificates, through
      the Depository, of the occurrence of any such event and of the availability
      of
      Definitive Certificates to applicable Certificate Owners requesting the same.
      The Depositor shall provide the Trustee with an adequate inventory of
      certificates to facilitate the issuance and transfer of Definitive Certificates.
      Upon surrender to the Trustee of any such Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Trustee shall countersign and deliver such Definitive Certificates. Neither
      the Depositor nor the Trustee shall be liable for any delay in delivery of
      such
      instructions and each may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of such Definitive
      Certificates, all references herein to obligations imposed upon or to be
      performed by the Depository shall be deemed to be imposed upon and performed
      by
      the Trustee, to the extent applicable with respect to such Definitive
      Certificates and the Trustee shall recognize the Holders of such Definitive
      Certificates as Certificateholders hereunder.

     

    Section
      7.09  Maintenance
      of Office or Agency. 

     

    The
      Trustee will maintain or cause to be maintained at its expense an office or
      offices or agency or agencies at Wells Fargo Bank, National Association, Sixth
      Street and Marquette Avenue, Minneapolis, Minnesota 55479 where Certificates
      may
      be surrendered for registration of transfer or exchange. The Trustee will give
      prompt written notice to the Certificateholders of any change in such location
      of any such office or agency.

     

    ARTICLE
      VIII


    THE
      COMPANY AND THE MASTER SERVICER

     

    Section
      8.01  Liabilities
      of the Depositor, the Company and the Master Servicer. 

     

    Each
      of
      the Depositor, the Company and the Master Servicer shall be liable in accordance
      herewith only to the extent of the obligations specifically imposed upon and
      undertaken by it herein.

     

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

     

    (a)  Each
      of
      the Depositor, the Company and the Master Servicer will keep in full force
      and
      effect its existence, rights and franchises as a corporation under the laws
      of
      the state of its incorporation, and will obtain and preserve its qualification
      to do business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  Any
      Person into which the Depositor, the Company or the Master Servicer may be
      merged or consolidated, or any corporation resulting from any merger or
      consolidation to which the Depositor, the Company or the Master Servicer shall
      be a party, or any Person succeeding to the business of the Depositor, the
      Company or the Master Servicer, shall be the successor of the Depositor, the
      Company or the Master Servicer hereunder, without the execution or filing of
      any
      paper or further act on the part of any of the parties hereto, anything herein
      to the contrary notwithstanding.

     

    Section
      8.03  Indemnification
      of the Master Servicer. 

     

    (a)  The
      Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
      them harmless against, any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to, any claim or
      legal
      action (including any pending or threatened claim or legal action) relating
      to
      this Agreement, including the powers of attorney delivered pursuant to Sections
      4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreement or
      the
      Certificates (i) related to the Master Servicer’s failure to perform its duties
      in compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
      by
      reason of the Master Servicer’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder, provided, in each case, that
      with
      respect to any such claim or legal action (or pending or threatened claim or
      legal action), the Trustee shall have given the Master Servicer and the Seller
      written notice thereof promptly after a responsible officer of the Trustee
      shall
      have with respect to such claim or legal action actual knowledge thereof;
      provided, however, the failure to give such notice shall not relieve the Master
      Servicer of its indemnification obligations hereunder. This indemnity shall
      survive the resignation or removal of the Trustee or the Master Servicer and
      the
      termination of this Agreement.

     

    (b)  The
      Company agrees to indemnify the Indemnified Persons and to hold them harmless
      from and against any and all claims, losses, damages, penalties, fines,
      forfeitures, legal fees and related costs, judgments, and any other costs,
      fees
      and expenses that the Indemnified Persons may sustain in any way related to
      the
      failure of the Company to perform in any way its duties and service the EMC
      Mortgage Loans in strict compliance with the terms of this Agreement and for
      breach of any representation or warranty of the Company contained herein. The
      Company shall immediately notify the Master Servicer and the Trustee if a claim
      is made by a third party with respect to this Agreement or the EMC Mortgage
      Loans, assume (with the consent of the Master Servicer and the Trustee and
      with
      counsel reasonably satisfactory to the Master Servicer and the Trustee) the
      defense of any such claim and pay all expenses in connection therewith,
      including counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against it or any Indemnified Person in respect
      of
      such claim but failure to so notify the Company shall not limit its obligations
      hereunder. The Company agrees that it will not enter into any settlement of
      any
      such claim without the consent of the Indemnified Persons unless such settlement
      includes an unconditional release of such Indemnified Persons from all liability
      that is the subject matter of such claim. The provisions of this Section 8.03(b)
      shall survive termination of this Agreement.

     

    (c)  The
      Seller will indemnify any Indemnified Person for any loss, liability or expense
      of any Indemnified Person not otherwise paid or covered pursuant to Subsections
      (a), (b) or (c) above.

     

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

     

    Subject
      to the obligation of the Seller, the Company, and the Master Servicer to
      indemnify the Indemnified Persons pursuant to Section 8.03:

     

    (a)  Neither
      the Depositor, the Company, the Master Servicer nor any of the directors,
      officers, employees or agents of the Depositor, the Company and the Master
      Servicer shall be under any liability to the Indemnified Persons, the Trust
      Fund
      or the Certificateholders for taking any action or for refraining from taking
      any action in good faith pursuant to this Agreement, or for errors in judgment;
      provided, however, that this provision shall not protect the Depositor, the
      Company, the Master Servicer or any such Person against any breach of warranties
      or representations made herein or any liability which would otherwise be imposed
      by reason of such Person’s willful misfeasance, bad faith or gross negligence in
      the performance of duties or by reason of reckless disregard of obligations
      and
      duties hereunder.

     

    (b)  The
      Depositor, the Company, the Master Servicer and any director, officer, employee
      or agent of the Depositor, the Company and the Master Servicer may rely in
      good
      faith on any document of any kind prima facie properly executed and submitted
      by
      any Person respecting any matters arising hereunder.

     

    (c)  The
      Depositor, the Company, the Master Servicer, the Custodian and any director,
      officer, employee or agent of the Depositor, the Company, the Master Servicer
      or
      the Custodian shall be indemnified by the Trust and held harmless thereby
      against any loss, liability or expense (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or related to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates
      or the Servicing Agreements (except with respect to the Master Servicer only,
      to
      the extent that the Master Servicer is indemnified by the Company under this
      Agreement or by the related Servicer under the related Servicing Agreement),
      other than (i) any such loss, liability or expense related to the Company’s or
      the Master Servicer’s failure to perform its respective duties in compliance
      with this Agreement (except as any such loss, liability or expense shall be
      otherwise reimbursable pursuant to this Agreement), or to the Custodian’s
      failure to perform its duties under the Custodial Agreement, or (ii) any such
      loss, liability or expense incurred by reason of the Company’s, the Master
      Servicer’s or the Custodian’s willful misfeasance, bad faith or gross negligence
      in the performance of duties hereunder or under the Custodial Agreement, as
      applicable, or by reason of reckless disregard of obligations and duties
      hereunder or under the Custodial Agreement, as applicable.

     

    (d)  Neither
      the Depositor, the Company nor the Master Servicer shall be under any obligation
      to appear in, prosecute or defend any legal action that is not incidental to
      its
      duties under this Agreement and that in its opinion may involve it in any
      expense or liability; provided, however, the Master Servicer may in its
      discretion, with the consent of the Trustee (which consent shall not be
      unreasonably withheld), undertake any such action which it may deem necessary
      or
      desirable with respect to this Agreement and the rights and duties of the
      parties hereto and the interests of the Certificateholders hereunder. In such
      event, the legal expenses and costs of such action and any liability resulting
      therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
      Master Servicer shall be entitled to be reimbursed therefor out of the Master
      Servicer Collection Account as provided by Section 5.07. Nothing in this
      Subsection 8.04(d) shall affect the Master Servicer’s obligation to supervise,
      or to take such actions as are necessary to ensure, the servicing and
      administration of the Mortgage Loans pursuant to Section 4.01.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Master Servicer
      shall not be required to investigate or make recommendations concerning
      potential liabilities which the Trust might incur as a result of such course
      of
      action by reason of the condition of the Mortgaged Properties but shall give
      notice to the Trustee if it has notice of such potential
      liabilities.

     

    (f)  The
      Master Servicer shall not be liable for any acts or omissions of the Company
      or
      the Servicers, except as otherwise expressly provided herein.

     

    (g)  The
      Master Servicer may perform any of its duties hereunder or exercise its rights
      hereunder either directly or through Affiliates, agents or
      attorneys.

     

    Section
      8.05  Master
      Servicer and Company Not to Resign. 

     

    (a)  Except
      as
      provided in Section 8.07, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except (i) with the prior written
      consent of the Trustee (which consent shall not be unreasonably withheld) or
      (ii) upon a determination that any such duties hereunder are no longer
      permissible under applicable law and such impermissibility cannot be cured.
      Any
      such determination permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect, addressed to and delivered
      to, the Trustee. No such resignation by the Master Servicer shall become
      effective until the Trustee or a successor to the Master Servicer reasonably
      satisfactory to the Trustee shall have assumed the responsibilities and
      obligations of the Master Servicer in accordance with Section 9.02 hereof.
      The
      Trustee shall notify the Rating Agencies of the resignation of the Master
      Servicer.

     

    (b)  The
      Company shall not resign from the obligations and duties hereby imposed on
      it
      except (i) upon the assignment of its servicing duties with respect to all
      or a
      portion of the EMC Mortgage Loans to an institution that is a Fannie Mae and
      Freddie Mac approved seller/servicer in good standing that has a net worth
      of
      not less than $10,000,000 and with the prior written consent of the Master
      Servicer (which consent shall not be unreasonably withheld) or (ii) upon the
      determination that its duties hereunder are no longer permissible under
      applicable law and such incapacity cannot be cured by the Company. Any
      determination permitting the resignation of the Company shall be evidenced
      by an
      Opinion of Counsel to such effect addressed to and delivered, to the Master
      Servicer and the Trustee which Opinion of Counsel shall be in form and substance
      acceptable to the Master Servicer and the Trustee. No appointment of a successor
      to the Company shall be effective hereunder unless (a) the Rating Agencies
      have
      confirmed in writing that such appointment will not result in a downgrade,
      qualification or withdrawal of the then current ratings assigned to the
      Certificates, (b) such successor shall have represented that it is meets the
      eligibility criteria set forth in clause (i) above and (c) such successor has
      agreed to assume the obligations of the Company hereunder to the extent of
      the
      EMC Mortgage Loans to be serviced by such successor. The Company shall provide
      a
      copy of the written confirmation of the Rating Agencies and the agreement
      executed by such successor to the Master Servicer and the Trustee. No such
      resignation shall become effective until a Qualified Successor or the Master
      Servicer shall have assumed the Company’s responsibilities and obligations
      hereunder. The Company shall notify the Master Servicer, the Trustee and the
      Rating Agencies of the resignation of the Company or the assignment of all
      or a
      portion of its servicing duties hereunder in accordance with this Section
      8.05.

     

    Section
      8.06  Successor
      Master Servicer. 

     

    In
      connection with the appointment of any successor Master Servicer or the
      assumption of the duties of the Master Servicer, EMC or the Trustee may make
      such arrangements for the compensation of such successor master servicer out
      of
      payments on the Mortgage Loans as EMC or the Trustee and such successor master
      servicer shall agree. If the successor master servicer does not agree that
      such
      market value is a fair price, such successor master servicer shall obtain two
      quotations of market value from third parties actively engaged in the servicing
      of single-family mortgage loans. In no event shall the compensation of any
      successor master servicer exceed that permitted the Master Servicer without
      the
      consent of all of the Certificateholders.

     

    Section
      8.07  Sale
      and
      Assignment of Master Servicing. 

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation (a) shall be a Person which (or an Affiliate thereof the primary
      business of which is the servicing of conventional residential mortgage loans)
      shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac;
      (b)
      shall have a net worth of not less than $10,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (d) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the
      Trustee, each stating that all conditions precedent to such action under this
      Agreement have been completed and such action is permitted by and complies
      with
      the terms of this Agreement. No such assignment or delegation shall affect
      any
      liability of the Master Servicer arising prior to the effective date
      thereof.

     

    ARTICLE
      IX

     

    DEFAULT;
      TERMINATION OF MASTER SERVICER;


    TERMINATION
      OF COMPANY

     

    Section
      9.01  Events
      of
      Default. 

     

    “Event
      of
      Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure by the Master Servicer to remit to the Trustee any amounts received
      or
      collected by the Master Servicer in respect of the Mortgage Loans and required
      to be remitted by it (other than any Advance) pursuant to this Agreement, which
      failure shall continue unremedied for one Business Day after the date on which
      written notice of such failure shall have been given to the Master Servicer
      by
      the Trustee or the Depositor, or to the Trustee and the Master Servicer by
      the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates; or

     

    (ii)  any
      failure by the Master Servicer to observe or perform in any material respect
      any
      other of the covenants or agreements on the part of the Master Servicer
      contained in this Agreement or any breach of a representation or warranty by
      the
      Master Servicer, which failure or breach shall continue unremedied for a period
      of 60 days after the date on which written notice of such failure shall have
      been given to Master Servicer by the Trustee or the Depositor, or to the Trustee
      and the Master Servicer by the Holders of Certificates evidencing not less
      than
      25% of the Voting Rights evidenced by the Certificates; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises for the appointment of a receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Master Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 consecutive days;
      or

     

    (iv)  the
      Master Servicer shall consent to the appointment of a receiver or liquidator
      in
      any insolvency, readjustment of debt, marshalling of assets and liabilities
      or
      similar proceedings of or relating to the Master Servicer or all or
      substantially all of the property of the Master Servicer; or

     

    (v)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of, or commence a
      voluntary case under, any applicable insolvency or reorganization statute,
      make
      an assignment for the benefit of its creditors, or voluntarily suspend payment
      of its obligations;

     

    (vi)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Sections 8.05 or 8.07; or

     

    (vii)  The
      Master Servicer fails to deposit, or cause to be deposited, in the Distribution
      Account any Advance required to be made by the Master Servicer (other than
      a
      Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day
      prior to the related Distribution Date.

     

    If
      an Event of Default shall occur, then, and in each and every such case, so
      long
      as such Event of Default shall not have been remedied, the Trustee may, and
      at
      the direction of the Holders of Certificates evidencing not less than 25% of
      the
      Voting Rights evidenced by the Certificates, the Trustee shall, by notice in
      writing to the Master Servicer,
      with a
      copy to the Rating Agencies, and with the consent of the Company, may terminate
      all of the rights and obligations (but not the liabilities)
      of the Master Servicer under this Agreement and in and to the Mortgage Loans
      and
      the proceeds thereof, other than its rights as a Certificateholder hereunder.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer hereunder, whether with respect
      to
      the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee,
      or
      any successor appointed pursuant to Section 9.02 (a “Successor Master
      Servicer”). Such Successor Master Servicer shall thereupon if such Successor
      Master Servicer is a successor to the Master Servicer, make any Advance required
      by Article VI, subject, in the case of the Trustee, to Section 9.02. The Trustee
      is hereby authorized and empowered to execute and deliver, on behalf of the
      terminated Master Servicer, as attorney- in-fact or otherwise, any and all
      documents and other instruments, and to do or accomplish all other acts or
      things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      any Mortgage Loans and related documents, or otherwise. Unless expressly
      provided in such written notice, no such termination shall affect any obligation
      of the Master Servicer to pay amounts owed pursuant to Article VIII or Article
      X. The Master Servicer agrees to cooperate with the Trustee in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder,
      including, without limitation, the transfer to the applicable Successor Master
      Servicer of all cash amounts which shall at the time be credited to the
      Distribution Account and maintained pursuant to Section 5.08, or thereafter
      be
      received with respect to the applicable Mortgage Loans. The Trustee shall
      promptly notify the Rating Agencies of the occurrence of an Event of Default
      known to the Trustee. 

     

    Notwithstanding
      any termination of the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to receive, out of any late collection of a Scheduled
      Payment on a Mortgage Loan that was due prior to the notice terminating the
      Master Servicer’s rights and obligations as Master Servicer hereunder and
      received after such notice, that portion thereof to which the Master Servicer
      would have been entitled pursuant to Sections 5.05 and to receive any other
      amounts payable to the Master Servicer hereunder the entitlement to which arose
      prior to the termination of its activities hereunder.

     

    Notwithstanding
      the foregoing, if an Event of Default described in clause (vii) of this Section
      9.01 shall occur, the Trustee shall, by notice in writing to the Master
      Servicer, which may be delivered by telecopy, immediately terminate all of
      the
      rights and obligations of the Master Servicer thereafter arising under this
      Agreement, but without prejudice to any rights it may have as a
      Certificateholder or to reimbursement of Advances and other advances of its
      own
      funds, and the Trustee shall act as provided in Section 9.02 to carry out the
      duties of the Master Servicer, including the obligation to make any Advance
      the
      nonpayment of which was an Event of Default described in clause (vii) of this
      Section 9.01. Any such action taken by the Trustee must be prior to the
      distribution on the relevant Distribution Date.

     

    Section
      9.02  Trustee
      to Act; Appointment of Successor. 

     

    On
      and
      after the time the Master Servicer receives a notice of termination pursuant
      to
      Section 9.01 hereof the Trustee shall automatically become the successor to
      the
      Master Servicer with respect to the transactions set forth or provided for
      herein and after a transition period (not to exceed 90 days), shall have all
      the
      rights and powers of, and be subject to all the responsibilities, duties and
      liabilities relating thereto placed on the Master Servicer by the terms and
      provisions hereof; provided, however, that the Company shall have the right
      to
      either (a) immediately assume the duties of the Master Servicer or (b) select
      a
      successor Master Servicer; provided, further, however that, pursuant to Article
      VI hereof, the Trustee in its capacity as successor Master Servicer shall be
      responsible for making any Advances required to be made by the Master Servicer
      immediately upon the termination of the Master Servicer and any such Advance
      shall be made on the Distribution Date on which such Advance was required to
      be
      made by the predecessor Master Servicer. Effective on the date of such notice
      of
      termination, as compensation therefor, the Trustee shall be entitled to all
      compensation, reimbursement of expenses and indemnifications that the Master
      Servicer would have been entitled to if it had continued to act hereunder,
      provided, however, that the Trustee shall not be (i) liable for any acts or
      omissions of the Master Servicer, (ii) obligated to make Advances if it is
      prohibited from doing so under applicable law, (iii) responsible for expenses
      of
      the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
      on any Permitted Investment directed by the Master Servicer. Notwithstanding
      the
      foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if
      it
      is prohibited by applicable law from making Advances pursuant to Article VI
      or
      if it is otherwise unable to so act, appoint, or petition a court of competent
      jurisdiction to appoint, any established mortgage loan servicing institution
      the
      appointment of which does not adversely affect the then current rating of the
      Certificates by each Rating Agency as the successor to the Master Servicer
      hereunder in the assumption of all or any part of the responsibilities, duties
      or liabilities of the Master Servicer hereunder. Any Successor Master Servicer
      shall (i) be an institution that is a Fannie Mae and Freddie Mac approved
      seller/servicer in good standing, that has a net worth of at least $15,000,000
      and (ii) be willing to act as successor servicer of any Mortgage Loans under
      this Agreement or the related Servicing Agreement with respect to which the
      Company or the original Servicer has been terminated as servicer, and shall
      have
      executed and delivered to the Depositor, the Trustee an agreement accepting
      such
      delegation and assignment, that contains an assumption by such Person of the
      rights, powers, duties, responsibilities, obligations and liabilities of the
      Master Servicer (other than any liabilities of the Master Servicer hereof
      incurred prior to termination of the Master Servicer under Section 9.01 or
      as
      otherwise set forth herein), with like effect as if originally named as a party
      to this Agreement, provided that each Rating Agency shall have acknowledged
      in
      writing that its rating of the Certificates in effect immediately prior to
      such
      assignment and delegation will not be qualified or reduced as a result of such
      assignment and delegation. If the Trustee assumes the duties and
      responsibilities of the Master Servicer in accordance with this Section 9.02,
      the Trustee shall not resign as Master Servicer until a Successor Master
      Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the Master Servicer hereunder, the Trustee, unless
      the Trustee is prohibited by law from so acting, shall, subject to Section
      4.04
      hereof, act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the Trustee may make such arrangements for the
      compensation of such successor out of payments on Mortgage Loans or otherwise
      as
      it and such successor shall agree; provided that no such compensation unless
      agreed to by the Certificateholders shall be in excess of that permitted the
      Master Servicer hereunder. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession. Neither the Trustee nor any other Successor Master Servicer
      shall be deemed to be in default hereunder by reason of any failure to make,
      or
      any delay in making, any distribution hereunder or any portion thereof or any
      failure to perform, or any delay in performing, any duties or responsibilities
      hereunder, in either case caused by the failure of the Master Servicer to
      deliver or provide, or any delay in delivering or providing, any cash,
      information, documents or records to it.

     

    The
      costs and expenses of the Trustee in connection with the termination of the
      Master Servicer, appointment of a Successor Master Servicer and, if applicable,
      any transfer of servicing, including, without limitation, all costs and expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Trustee to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the Trustee or the Successor Master Servicer to service
      the
      related Mortgage Loans properly and effectively, to the extent not paid by
      the
      terminated Master Servicer, shall be payable to the Trustee pursuant to Section
      10.05. Any successor to the Master Servicer as successor servicer under any
      Subservicing Agreement shall give notice to the applicable Mortgagors of such
      change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the Master Servicer
      is
      required to maintain pursuant to Section 4.04.

     

    Section
      9.03  Notification
      to Certificateholders and Rating Agencies. 

     

    (a)  Upon
      any
      termination of or appointment of a successor to the Master Servicer, the Trustee
      shall give prompt written notice thereof to Certificateholders and to each
      Rating Agency.

     

    (b)  Within
      60
      days after the occurrence of any Event of Default, the Trustee shall transmit
      by
      mail to all Certificateholders notice of each such Event of Default hereunder
      actually known to a Responsible Officer of the Trustee, unless such Event of
      Default shall have been cured or waived.

     

    Section
      9.04  Waiver
      of
      Defaults. 

     

    The
      Trustee shall transmit by mail to all Certificateholders, within 60 days after
      the occurrence of any Event of Default actually known to a Responsible Officer
      of the Trustee, unless such Event of Default shall have been cured, notice
      of
      each such Event of Default hereunder known to the Trustee. Holders of
      Certificates evidencing not less than 51% of the Voting Rights may, on behalf
      of
      all Certificateholders, waive any default by the Master Servicer in the
      performance of its obligations hereunder and the consequences thereof, except
      a
      default in the making of or the causing to be made of any required distribution
      on the Certificates. Upon any such waiver of a past default, such default shall
      be deemed to cease to exist, and any Event of Default arising therefrom shall
      be
      deemed to have been timely remedied for every purpose of this Agreement. No
      such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon except to the extent expressly so waived. The Trustee shall
      give notice of any such waiver to the Rating Agencies.

     

    Section
      9.05  Company
      Default. 

     

    In
      case
      one or more of the following events of default by the Company (each, a “Company
      Default”) shall occur and be continuing, that is to say:

     

    (i)  any
      failure by the Company to remit to the Master Servicer any payment including
      any
      Advance required to be made under the terms of this Agreement on any Remittance
      Date; or

     

    (ii)  failure
      on the part of the Company duly to observe or perform in any material respect
      any other of the covenants or agreements (other than Sections 3.13 or 3.14)
      on
      the part of the Company set forth in this Agreement, the breach of which has
      a
      material adverse effect and which continue unremedied for a period of sixty
      days
      (except that such number of days shall be fifteen in the case of a failure
      to
      pay any premium for any insurance policy required to be maintained under this
      Agreement and such failure shall be deemed to have a material adverse effect)
      after the date on which written notice of such failure, requiring the same
      to be
      remedied, shall have been given to the Company by the Master Servicer;
      or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Company and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

    (iv)  the
      Company shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
      of
      assets and liabilities or similar proceedings of or relating to the Company
      or
      of or relating to all or substantially all of its property; or

     

    (v)  the
      Company shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  the
      Company attempts to assign its right to servicing compensation hereunder or
      the
      Company attempts to sell or otherwise dispose of all or substantially all of
      its
      property or assets or to assign this Agreement or the servicing responsibilities
      hereunder or to delegate its duties hereunder or any portion thereof except
      as
      otherwise permitted herein; 

     

    (vii)  the
      Company ceases to be qualified to transact business in any jurisdiction where
      it
      is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects the Company’s ability to perform its
      obligations hereunder; or

     

    (viii)  failure
      by the Company to duly perform, within the required time period, its obligations
      under Sections 4.16, 4.17 or Section 4.18;

     

    then,
      and in each and every such case, so long as a Company Default shall not have
      been remedied, the Master Servicer, by notice in writing to the Company may,
      in
      addition to whatever rights the Master Servicer and the Trustee on behalf of
      the
      Certificateholders may have under Section 8.03 and at law or equity to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Company under this Agreement and in and to the EMC
      Mortgage Loans and the proceeds thereof without compensating the Company for
      the
      same. On or after the receipt by the Company of such written notice, all
      authority and power of Company under this Agreement, whether with respect to
      the
      EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master
      Servicer. Upon written request from the Master Servicer, the Company shall
      prepare, execute and deliver, any and all documents and other instruments,
      place
      in the Master Servicer’s possession all Mortgage Files relating to the EMC
      Mortgage Loans, and do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the EMC Mortgage Loans
      and related documents, or otherwise, at the Company’s sole expense. The Company
      agrees to pay any costs and expenses incurred by the Master Servicer in
      accordance with Section 4.03(c) and to cooperate with the Master Servicer in
      effecting the termination of the Company’s responsibilities and rights
      hereunder, including, without limitation, the transfer to such successor for
      administration by it of all cash amounts which shall at the time be credited
      by
      the Company to its Protected Account or Escrow Account or thereafter received
      with respect to the EMC Mortgage Loans or any related REO Property.

     

    Section
      9.06  Waiver
      of
      Company Defaults. 

     

    The
      Master Servicer, with the consent of the Trustee may waive only by written
      notice any default by the Company in the performance of its obligations
      hereunder and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Company Default arising therefrom shall
      be
      deemed to have been remedied for every purpose of this Agreement. No such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereon except to the extent expressly so waived in writing.

     

    ARTICLE
      X


    CONCERNING
      THE TRUSTEE 

     

    Section
      10.01  Duties
      of
      Trustee. 

     

    (a)  The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred undertakes to perform
      such duties and only such duties as are specifically set forth in this Agreement
      as duties of the Trustee. If an Event of Default has occurred and has not been
      cured or waived, the Trustee shall exercise such of the rights and powers vested
      in it by this Agreement, and the same degree of care and skill in their
      exercise, as a prudent person would exercise under the circumstances in the
      conduct of such Person’s own affairs.

     

    (b)  Upon
      receipt of all resolutions, certificates, statements, opinions, reports,
      documents, orders or other instruments which are specifically required to be
      furnished to the Trustee pursuant to any provision of this Agreement, the
      Trustee shall examine them to determine whether they are, on their face, in
      the
      form required by this Agreement; provided, however, that the Trustee shall
      not
      be responsible for the accuracy or content of any resolution, certificate,
      statement, opinion, report, document, order or other instrument furnished by
      the
      Master Servicer; provided, further, that the Trustee shall not be responsible
      for the accuracy or verification of any calculation provided to it pursuant
      to
      this Agreement.

     

    (c)  On
      each
      Distribution Date, the Trustee shall make monthly distributions and the final
      distribution to the Certificateholders from funds in the Distribution Account
      as
      provided in Sections 6.04 and 11.02 herein based solely on the applicable
      Remittance Report.

     

    (d)  No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however, that:

     

    (i)  Prior
      to
      the occurrence of an Event of Default, and after the curing or waiver of all
      such Events of Default which may have occurred, the duties and obligations
      of
      the Trustee shall be determined solely by the express provisions of this
      Agreement, the Trustee shall not be liable except for the performance of their
      respective duties and obligations as are specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee and, in the absence of bad faith on the part of the Trustee,
      the Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

     

    (ii)  The
      Trustee shall not be liable in its individual capacity for an error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the
      Trustee unless it shall be proved that the Trustee was negligent in ascertaining
      the pertinent facts;

     

    (iii)  The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the directions of
      the
      Holders of Certificates evidencing not less than 25% of the aggregate Voting
      Rights of the Certificates (or such other percentage as specifically set forth
      herein), if such action or non-action relates to the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee or exercising
      any trust or other power conferred upon the Trustee under this
      Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Event of Default unless a Responsible Officer of
      the
      Trustee shall have actual knowledge thereof. In the absence of such notice,
      the
      Trustee may conclusively assume there is no such default or Event of
      Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held in the name of Trustee unless it is determined by a court of
      competent jurisdiction in a non-appealable judgment that the Trustee’s gross
      negligence or willful misconduct was the primary cause of such insufficiency
      (except to the extent that the Trustee is obligor and has defaulted
      thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      be liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if the Trustee
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action; and

     

    (vii)  None
      of
      the Master Servicer, the Seller, the Depositor or the Trustee shall be
      responsible for the acts or omissions of the other, it being understood that
      this Agreement shall not be construed to render them partners, joint venturers
      or agents of one another.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Master Servicer or the Company hereunder or any Servicer under the related
      Servicing Agreement.

     

    The
      Trustee is hereby directed to execute and deliver the Class A-1 Corridor
      Contract on behalf of Party B (as defined therein) and to exercise the rights,
      perform the obligations, and make the representations of Party B thereunder,
      solely in its capacity as Trustee on behalf of Party B (as defined therein)
      and
      not in its individual capacity. 

     

    The
      Seller, the Master Servicer, the Depositor and the Certificateholders (by
      acceptance of their Certificates) acknowledge and agree that:

     

    (i)
      the
      Trustee shall execute and deliver the Class A-1 Corridor Contract on behalf
      of
      Party B (as defined therein), and 

    


    (ii)
      the
      Trustee shall exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Trustee on
      behalf of Party B (as defined therein) and not in its individual
      capacity.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s execution
      of the Class A-1 Corridor Contract, and the performance of its duties and
      satisfaction of its obligations thereunder. 

     

    (e)  All
      funds
      received by the Trustee and required to be deposited in the Distribution Account
      pursuant to this Agreement shall be promptly so deposited by the
      Trustee.

     

    Section
      10.02  Certain
      Matters Affecting the Trustee.

     

    (a)  Except
      as
      otherwise provided in Section 10.01:

     

    (i)  The
      Trustee may rely and shall be protected in acting or refraining from acting
      in
      reliance on any resolution or certificate of the Seller, the Company, the Master
      Servicer or the related Servicer, any certificates of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or
      parties;

     

    (ii)  The
      Trustee may consult with counsel and any advice of such counsel or any Opinion
      of Counsel shall be full and complete authorization and protection with respect
      to any action taken or suffered or omitted by it hereunder in good faith and
      in
      accordance with such advice or Opinion of Counsel;

     

    (iii)  The
      Trustee shall not be under any obligation to exercise any of the trusts or
      powers vested in it by this Agreement, other than its obligation to give notices
      pursuant to this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto at the request, order or direction of any of
      the
      Certificateholders pursuant to the provisions of this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby. Nothing contained herein shall, however, relieve the Trustee
      of the obligation, upon the occurrence of an Event of Default of which a
      Responsible Officer of the Trustee has actual knowledge (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise,
      as a
      prudent person would exercise under the circumstances in the conduct of his
      own
      affairs;

     

    (iv)  Prior
      to
      the occurrence of an Event of Default hereunder and after the curing or waiver
      of all Events of Default which may have occurred with respect to the Trustee,
      the Trustee shall not be liable in its individual capacity for any action taken,
      suffered or omitted by it in good faith and believed by it to be authorized
      or
      within the discretion or rights or powers conferred upon it by this
      Agreement;

     

    (v)  The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates evidencing
      not
      less than 25% of the aggregate Voting Rights of the Certificates and provided
      that the payment within a reasonable time to the Trustee of the costs, expenses
      or liabilities likely to be incurred by it in the making of such investigation
      is, in the opinion of the Trustee reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement. The Trustee may require
      reasonable indemnity against such expense or liability as a condition to taking
      any such action. The reasonable expense of every such examination shall be
      paid
      by the Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, agents or attorneys; provided,
      however, that the Trustee may not appoint any paying agent to perform any paying
      agent functions under this Agreement without the express written consent of
      the
      Master Servicer, which consents will not be unreasonably withheld. The Trustee
      shall not be liable or responsible for the misconduct or negligence of any
      of
      the Trustee’s agents or attorneys or paying agent appointed hereunder by the
      Trustee with due care and, when required, with the consent of the Master
      Servicer;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted hereunder, except
      as
      provided in Subsection 10.07; and

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement.

     

    (b)  The
      Trustee is hereby directed by the Depositor to execute and deliver the Insurance
      Agreement.

     

    Section
      10.03  Trustee
      Not Liable for Certificates or Mortgage Loans. 

     

    The
      recitals contained herein and in the Certificates (other than the signature
      and
      countersignature of the Trustee on the Certificates) shall be taken as the
      statements of the Depositor, and the Trustee shall not have any responsibility
      for their correctness. The Trustee does not make any representation as to the
      validity or sufficiency of the Certificates (other than the signature and
      countersignature of the Trustee on the Certificates) or of any Mortgage Loan
      except as expressly provided in Sections 2.02 and 2.06 hereof; provided,
      however, that the foregoing shall not relieve the Trustee, or the Custodian
      on
      its behalf, of the obligation to review the Mortgage Files pursuant to Section
      2.02 of this Agreement. The Trustee shall not be accountable for the use or
      application by the Depositor of any of the Certificates or of the proceeds
      of
      such Certificates, or for the use or application of any funds paid to the
      Depositor with respect to the Mortgage Loans. Subject to Section 2.06, the
      Trustee shall not be responsible for the legality or validity of this Agreement
      or any document or instrument relating to this Agreement, the validity of the
      execution of this Agreement or of any supplement hereto or instrument of further
      assurance, or the validity, priority, perfection or sufficiency of the security
      for the Certificates issued hereunder or intended to be issued hereunder. The
      Trustee shall not at any time have any responsibility or liability for or with
      respect to the legality, validity and enforceability of any Mortgage or any
      Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
      of any such perfection and priority, or for or with respect to the sufficiency
      of the Trust Fund or its ability to generate the payments to be distributed
      to
      Certificateholders, under this Agreement. The Trustee shall not have any
      responsibility for filing any financing or continuation statement in any public
      office at any time or to otherwise perfect or maintain the perfection of any
      security interest or lien granted to it hereunder or to record this
      Agreement.

     

    Section
      10.04  Trustee
      May Own Certificates. 

     

    The
      Trustee in its individual capacity or in any capacity other than as Trustee
      hereunder may become the owner or pledgee of any Certificates with the same
      rights it would have if it were not the Trustee and may otherwise deal with
      the
      parties hereto.

     

    Section
      10.05  Trustee’s
      Fees and Expenses. 

     

    The
      Trustee shall be entitled to the Trustee Fee as compensation for its activities
      under this Agreement. In addition, the Trustee shall be entitled to recover
      from
      the Distribution Account pursuant to Section 5.09 all reasonable out-of-pocket
      expenses, disbursements and advances and the expenses of the Trustee and in
      connection with any Event of Default, any breach of this Agreement or any claim
      or legal action (including any pending or threatened claim or legal action)
      incurred or made by the Trustee in the administration of the trusts hereunder
      (including the reasonable compensation, expenses and disbursements of its
      counsel) except any such expense, disbursement or advance as may arise from
      its
      negligence or intentional misconduct or which is the responsibility of the
      Certificateholders or the Trust Fund hereunder. If funds in the Distribution
      Account are insufficient therefor, the Trustee shall recover such expenses,
      disbursements or advances from the Depositor and the Depositor hereby agrees
      to
      pay such expenses, disbursements or advances upon demand. Such compensation
      and
      reimbursement obligation shall not be limited by any provision of law in regard
      to the compensation of a trustee of an express trust.

     

    Section
      10.06  Eligibility
      Requirements for Trustee. 

     

    The
      Trustee and any successor Trustee shall during the entire duration of this
      Agreement be a state bank or trust company or a national banking association
      organized and doing business under the laws of a state or the United States
      of
      America, authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus and undivided profits of at least $40,000,000
      or,
      in the case of a successor Trustee, $50,000,000, subject to supervision or
      examination by federal or state authority and, in the case of the Trustee,
      rated
“BBB” or higher by Fitch, Inc. with respect to their long-term rating and rated
“BBB” or higher by Standard & Poor’s and “Baa2” or higher by Moody’s with
      respect to any outstanding long-term unsecured unsubordinated debt, and, in
      the
      case of a successor Trustee other than pursuant to Section 10.10, rated in
      one
      of the two highest long-term debt categories of, or otherwise acceptable to,
      each of the Rating Agencies (which consent shall not be unreasonably withheld).
      The Trustee shall not be an Affiliate of the Master Servicer. If the Trustee
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 10.06 the combined capital and surplus of such
      corporation shall be deemed to be its total equity capital (combined capital
      and
      surplus) as set forth in its most recent report of condition so published.
      In
      case at any time the Trustee shall cease to be eligible in accordance with
      the
      provisions of this Section 10.06, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 10.08.

     

    Section
      10.07  Insurance. 

     

    The
      Trustee, at its own expense, shall at all times maintain and keep in full force
      and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
      forgery insurance (which may be collectively satisfied by a “Financial
      Institution Bond” and/or a “Bankers’ Blanket Bond”). All such insurance shall be
      in amounts, with standard coverage and subject to deductibles, as are customary
      for insurance typically maintained by banks or their affiliates which act as
      custodians for investor-owned mortgage pools. A certificate of an officer of
      the
      Trustee as to the Trustee’s compliance with this Section 10.07 shall be
      furnished to any Certificateholder upon reasonable written request.

     

    Section
      10.08  Resignation
      and Removal of Trustee. 

     

    The
      Trustee may at any time resign and be discharged from the Trust hereby created
      by giving written notice thereof to the Depositor, the Seller and the Master
      Servicer, with a copy to the Rating Agencies. Upon receiving such notice of
      resignation, the Depositor shall promptly appoint a successor trustee by written
      instrument, in triplicate, one copy of which instrument shall be delivered
      to
      each of the resigning trustee and the successor trustee. If no successor trustee
      or shall have been so appointed and have accepted appointment within 30 days
      after the giving of such notice of resignation, the resigning Trustee may
      petition any court of competent jurisdiction for the appointment of a successor
      trustee.

     

    If
      at any time (i) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 10.06 hereof and shall fail to resign after written
      request thereto by the Depositor, (ii) the Trustee shall become incapable of
      acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
      Trustee or of its property shall be appointed, or any public officer shall
      take
      charge or control of the Trustee or of its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed
      with respect to the Trust Fund by any state in which the Trustee or the Trust
      Fund is located, (B) the imposition of such tax would be avoided by the
      appointment of a different trustee and (C) the Trustee fails to indemnify the
      Trust Fund against such tax, then the Depositor or the Master Servicer may
      remove the Trustee and appoint a successor trustee by written instrument, in
      multiple copies, a copy of which instrument shall be delivered to the Trustee,
      each Master Servicer and the successor trustee.

     

    The
      Holders over 50% of the Voting Rights of each Class of Certificates may at
      any
      time remove the Trustee and appoint a successor trustee by written instrument
      or
      instruments, in multiple copies, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which instruments shall
      be delivered by the successor trustee to each of the Master Servicer or the
      Trustee so removed and the successor trustee so appointed. Notice of any removal
      of the Trustee shall be given to each Rating Agency by the Trustee or successor
      trustee.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section 10.08 shall become effective
      upon acceptance of appointment by the successor trustee as provided in Section
      10.09 hereof.

     

    Section
      10.09  Successor
      Trustee. 

     

    Any
      successor trustee appointed as provided in Section 10.08 hereof shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee and
      the
      Master Servicer an instrument accepting such appointment hereunder and thereupon
      the resignation or removal of the predecessor trustee shall become effective
      and
      such successor trustee, without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      herein.

     

    No
      successor trustee shall accept appointment as provided in this Section 10.09
      unless at the time of such acceptance such successor trustee shall be eligible
      under the provisions of Section 10.06 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      10.09, the successor trustee shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates. If the successor trustee fails to
      mail
      such notice within ten days after acceptance of appointment, the Depositor
      shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      10.10  Merger
      or
      Consolidation of Trustee. 

     

    Any
      corporation, state bank or national banking association into which the Trustee
      may be merged or converted or with which it may be consolidated or any
      corporation, state bank or national banking association resulting from any
      merger, conversion or consolidation to which the Trustee shall be a party,
      or
      any corporation, state bank or national banking association succeeding to
      substantially all of the corporate trust business of the Trustee, shall be
      the
      successor of the Trustee hereunder, provided that such corporation shall be
      eligible under the provisions of Section 10.06 hereof without the execution
      or
      filing of any paper or further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

     

    Section
      10.11  Appointment
      of Co-Trustee or Separate Trustee. 

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or property securing any Mortgage Note may at the time be located, the Master
      Servicer and the Trustee acting jointly shall have the power and shall execute
      and deliver all instruments to appoint one or more Persons approved by the
      Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust Fund,
      and
      to vest in such Person or Persons, in such capacity and for the benefit of
      the
      Certificateholders, such title to the Trust Fund or any part thereof, whichever
      is applicable, and, subject to the other provisions of this Section 10.11,
      such
      powers, duties, obligations, rights and trusts as the Master Servicer and the
      Trustee may consider necessary or desirable. If the Master Servicer shall not
      have joined in such appointment within 15 days after the receipt by it of a
      request to do so, or in the case an Event of Default shall have occurred and
      be
      continuing, the Trustee alone shall have the power to make such appointment.
      No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor trustee under Section 10.06 and no notice to
      Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 10.09.

     

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  All
      rights, powers, duties and obligations conferred or imposed upon the Trustee,
      except for the obligation of the Trustee under this Agreement to advance funds
      on behalf of the Master Servicer, shall be conferred or imposed upon and
      exercised or performed by the Trustee and such separate trustee or co-trustee
      jointly (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act), except
      to
      the extent that under any law of any jurisdiction in which any particular act
      or
      acts are to be performed (whether a Trustee hereunder or as a Successor Master
      Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
      such act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Trust Fund or any portion thereof in
      any
      such jurisdiction) shall be exercised and performed singly by such separate
      trustee or co-trustee, but solely at the direction of the Trustee;

     

    (ii)  No
      trustee hereunder shall be held personally liable by reason of any act or
      omission of any other trustee hereunder; and

     

    (iii)  The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      X.
      Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Master Servicer and the Depositor.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co- trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    Section
      10.12  Tax
      Matters. 

     

    It
      is
      intended that the Trust Fund shall constitute one or more REMICs, and that
      the
      affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
      qualifies as a “real estate mortgage investment conduit” as defined in and in
      accordance with the REMIC Provisions. The Trustee, as agent on behalf of the
      Trust Fund, shall do or refrain from doing, as applicable, the following: (a)
      the Trustee shall prepare and file, or cause to be prepared and filed, in a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations or rules, and furnish or cause to be
      furnished, to Certificateholders the schedules, statements or information at
      such times and in such manner as may be required thereby; (b) the Trustee shall
      apply for an employer identification number with the Internal Revenue Service
      via a Form SS-4 or other comparable method for each REMIC that is or becomes
      a
      taxable entity, and within thirty days of the Closing Date, furnish or cause
      to
      be furnished to the Internal Revenue Service on Forms 8811 or as otherwise
      may
      be required by the Code, the name, title, address, and telephone number of
      the
      person that the Holders of the Certificates may contact for tax information
      relating thereto, together with such additional information as may be required
      by such form, and update such information at the time or times in the manner
      required by the Code for the Trust Fund; (c) the Trustee shall make, or cause
      to
      be made, elections on behalf of each REMIC formed hereunder to be treated as
      a
      REMIC on the federal tax return of such REMIC for its first taxable year (and,
      if necessary, under applicable state law); (d) the Trustee shall prepare and
      forward, or cause to be prepared and forwarded, to the Certificateholders and
      to
      the Internal Revenue Service and, if necessary, state tax authorities, all
      information returns and reports as and when required to be provided to them
      in
      accordance with the REMIC Provisions, including without limitation, the
      calculation of any original issue discount using the Prepayment Assumption;
      (e)
      the Trustee shall provide information necessary for the computation of tax
      imposed on the transfer of a Residual Certificate to a Person that is not a
      Permitted Transferee, or an agent (including a broker, nominee or other
      middleman) of a Person that is not a Permitted Transferee, or a pass-through
      entity in which a Person that is not a Permitted Transferee is the record Holder
      of an interest (the reasonable cost of computing and furnishing such information
      may be charged to the Person liable for such tax); (f) the Trustee shall, to
      the
      extent under its control, conduct the affairs of the Trust Fund at all times
      that any Certificates are outstanding so as to maintain the status of each
      REMIC
      formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
      not knowingly or intentionally take any action or omit to take any action that
      could (i) cause the termination of the REMIC status of any REMIC formed
      hereunder or (ii) result in the imposition of a tax upon the Trust Fund
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
      specified in this Section 10.12, the amount of any federal, state and local
      taxes, including prohibited transaction taxes as described below, imposed on
      any
      REMIC formed hereunder prior to the termination of the Trust Fund when and
      as
      the same shall be due and payable (but such obligation shall not prevent the
      Trustee or any other appropriate Person from contesting any such tax in
      appropriate proceedings and shall not prevent the Trustee from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings); (i) the Trustee shall sign or cause to be signed federal, state
      or
      local income tax or information returns or any other document prepared by the
      Trustee pursuant to this Section 10.12 requiring a signature thereon by the
      Trustee; (j) the Trustee shall maintain records relating to each REMIC formed
      hereunder including but not limited to the income, expenses, assets and
      liabilities of each such REMIC and adjusted basis of the Trust Fund property
      determined at such intervals as may be required by the Code, as may be necessary
      to prepare the foregoing returns, schedules, statements or information; (k)
      the
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to the REMICs on a calendar year and on an accrual basis; (l) neither
      the Trustee nor the Master Servicer shall enter into any arrangement not
      otherwise provided for in this Agreement by which the REMICs will receive a
      fee
      or other compensation for services nor permit the REMICs to receive any income
      from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
      the Code or “permitted investments” as defined in Section 860G(a)(5) of the
      Code; and (m) as and when necessary and appropriate, the Trustee shall represent
      the Trust Fund in any administrative or judicial proceedings relating to an
      examination or audit by any governmental taxing authority, request an
      administrative adjustment as to any taxable year of any REMIC formed hereunder,
      enter into settlement agreements with any governmental taxing agency, extend
      any
      statute of limitations relating to any tax item of the Trust Fund, and otherwise
      act on behalf of each REMIC formed hereunder in relation to any tax matter
      involving any such REMIC.

     

    In
      order to enable the Trustee to perform its duties as set forth herein, the
      Depositor shall provide, or cause to be provided, to the Trustee within 10
      days
      after the Closing Date all information or data that the Trustee requests in
      writing and determines to be relevant for tax purposes to the valuations and
      offering prices of the Certificates, including, without limitation, the price,
      yield, prepayment assumption and projected cash flows of the Certificates and
      the related Mortgage Loans. Thereafter, the Depositor shall provide to the
      Trustee promptly upon written request therefor, any such additional information
      or data that the Trustee may, from time to time, request in order to enable
      the
      Trustee to perform its duties as set forth herein. The Depositor hereby
      indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
      of the Trustee arising from any errors or miscalculations of the Trustee that
      result from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Trustee on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any of REMIC I,
      REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2) of
      the
      Code, on the “net income from foreclosure property” of the Trust Fund as defined
      in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC
      II,
      REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d)
      of the Code, or any other tax is imposed, including, without limitation, any
      federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC
      II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided for
      herein, such tax shall be paid (i) by the Master Servicer or the Trustee, if
      any
      such tax arises out of or results from a breach by the Master Servicer or the
      Trustee of any of its obligations under this Agreement, provided, however,
      in no
      event shall the Master Servicer or the Trustee
      have any liability (1) for any action or omission that is taken in accordance
      with and compliance with the express terms of, or which is expressly permitted
      by the terms of, this Agreement, (2) for any losses other than those arising
      out
      of a negligent performance by the Master Servicer or the Trustee
      of its duties and obligations set forth herein, or (3) for any special or
      consequential damages to Certificateholders (in addition to payment of principal
      and interest on the Certificates), (ii) by
      any
      party hereto (other than the Master Servicer or
      the Trustee)
      to the extent any such
      tax
      arises out of or results from a breach by such other party of any of its
      obligations under this Agreement or (iii) in all other cases, or in the event
      that any liable party hereto fails to honor its obligations under the preceding
      clauses (i) or (ii), first with amounts otherwise to be distributed to the
      Class
      R Certificateholders, and second with amounts otherwise to be distributed to
      all
      the Holders of the following Certificates in the following order of priority:
      first,
      to
      the
      Class B-4 Certificates, second, to the Class B-3 Certificates, third, to the
      Class B-2 Certificates, fourth, to the Class B-1 Certificates, fifth, to the
      Class M-4 Certificates, sixth, to the Class M-3 Certificates, seventh, to the
      Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth, to
      the
      Class A Certificates (pro
      rata
      based on
      the amounts to be distributed). Notwithstanding anything to the contrary
      contained herein, to the extent that such tax is payable by the Holder of any
      Certificates, the Trustee is hereby authorized to retain on any Distribution
      Date, from the Holders of the Class R Certificates (and, if necessary, second,
      from the Holders of the other Certificates in the priority specified in the
      preceding sentence), funds otherwise distributable to such Holders in an amount
      sufficient to pay such tax. The
      Trustee
      shall include in its Remittance Report instructions as to distributions to
      such
      parties taking into account the priorities described in the preceding sentence.
      The
      Trustee shall promptly notify in writing the party liable for any such tax
      of
      the amount thereof and the due date for the payment thereof.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee shall comply with all federal
      withholding requirements respecting payments to Certificateholders of interest
      or original issue discount that the Trustee reasonably believes are applicable
      under the Code. The consent of Certificateholders shall not be required for
      such
      withholding. In the event the Trustee does withhold any amount from interest
      or
      original issue discount payments or advances thereof to any Certificateholder
      pursuant to federal withholding requirements, the Trustee shall indicate the
      amount withheld to such Certificateholders.

     

    Section
      10.13  Indemnification
      of the Trustee. 

     

    The
      Trustee agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement (i) related to the Trustee’s failure to perform its duties in
      compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
      by
      reason of the Trustee’s willful misfeasance, bad faith or gross negligence in
      the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder, provided, in each case, that with respect
      to
      any such claim or legal action (or pending or threatened claim or legal action),
      the Trustee shall have given the Master Servicer and the Seller written notice
      thereof promptly after a responsible officer of the Trustee shall have with
      respect to such claim or legal action actual knowledge thereof; provided,
      however, the failure to give such notice shall not relieve the Trustee of its
      indemnification obligations hereunder. This indemnity shall survive the
      resignation or removal of the Trustee and the termination of this
      Agreement.

     

    Section
      10.14  Limitations
      on Liability of the Trustee. 

     

    Subject
      to the obligation of the Trustee to indemnify the Indemnified Persons pursuant
      to Section 10.13:

     

    (a)  Neither
      the Trustee nor any of the directors, officers, employees or agents of the
      Trustee shall be under any liability to the Indemnified Persons, the Trust
      Fund
      or the Certificateholders for taking any action or for refraining from taking
      any action in good faith pursuant to this Agreement, or for errors in judgment;
      provided, however, that this provision shall not protect the Trustee or any
      such
      Person against any breach of warranties or representations made herein or any
      liability which would otherwise be imposed by reason of such Person’s willful
      misfeasance, bad faith or gross negligence in the performance of duties or
      by
      reason of reckless disregard of obligations and duties hereunder.

     

    (b)  The
      Trustee and any director, officer, employee or agent of the Trustee may rely
      in
      good faith on any document of any kind prima facie properly executed and
      submitted by any Person respecting any matters arising hereunder.

     

    (c)  The
      Trustee and any director, officer, employee or agent of the Trustee shall be
      indemnified by the Trust and held harmless thereby against any loss, liability
      or expense (including reasonable legal fees and disbursements of counsel)
      incurred on their part that may be sustained in connection with, arising out
      of,
      or related to, any claim or legal action (including any pending or threatened
      claim or legal action) relating to this Agreement, the Assignment Agreements,
      the Custodial Agreement, the Certificates or the Servicing
      Agreements.

     

    (d)  The
      Trustee shall not be under any obligation to appear in, prosecute or defend
      any
      legal action that is not incidental to its duties under this Agreement and
      that
      in its opinion may involve it in any expense or liability, provided, however,
      the Trustee may in its discretion undertake any such action which it may deem
      necessary or desirable with respect to this Agreement and the rights and duties
      of the parties hereto and the interests of the Certificateholders hereunder.
      In
      such event, the legal expenses and costs of such action and any liability
      resulting therefrom shall be expenses, costs and liabilities of the Trust Fund,
      and the Trustee shall be entitled to be reimbursed therefor out of the
      Distribution Account as provided by Section 5.09.

     

    ARTICLE
      XI


    TERMINATION

     

    Section
      11.01  Termination
      upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 11.03, the obligations and responsibilities of the Depositor, the
      Master Servicer and the Trustee created hereby with respect to the Trust Fund
      shall terminate upon the earlier of (a) the exercise of the Majority Class
      C
      Certificateholder (or its designee) of its right to repurchase all of the
      Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price
      (the
“Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated
      Principal Balance of each Mortgage Loan (other than in respect of REO Property),
      (ii) accrued interest thereon at the applicable Mortgage Rate to, but not
      including, the first day of the month of such purchase, (iii) the appraised
      value of any REO Property in the Trust Fund (up to the Stated Principal Balance
      of the related Mortgage Loan), such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee, and (iv)
      unreimbursed out-of pocket costs of the Company, the Servicers or the Master
      Servicer, including unreimbursed servicing advances and the principal portion
      of
      any unreimbursed Advances, made on the Mortgage Loans prior to the exercise
      of
      such repurchase right, (v) any unreimbursed costs and expenses of the Trustee
      payable pursuant to Section 10.05, and (b) the later of (i) the maturity or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund and the disposition of all REO Property and
      (ii) the distribution to Certificateholders of all amounts required to be
      distributed to them pursuant to this Agreement, as applicable. In no event
      shall
      the trusts created hereby continue beyond the earlier of (i) the expiration
      of
      21 years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late Ambassador of the United States to the Court of St. James,
      living on the date hereof and (ii) the Latest Possible Maturity
      Date.

     

    The
      right
      to repurchase all Mortgage Loans and REO Properties by the Majority Class C
      Certificateholder pursuant to clause (a) in the preceding paragraph shall be
      conditioned upon the Stated Principal Balance of all of the Mortgage Loans
      in
      the Trust Fund, at the time of any such repurchase, aggregating 10% or less
      of
      the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
      

     

    Section
      11.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Master Servicer determines that there are no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in the Distribution Account, the Master Servicer shall
      direct
      the
Trustee
      to send a final distribution notice promptly to each Certificateholder or (ii)
      the Trustee determines that a Class of Certificates shall be retired after
      a
      final distribution on such Class, the Trustee shall notify the
      Certificateholders within five (5) Business Days after such Determination Date
      that the final distribution in retirement of such Class of Certificates is
      scheduled to be made on the immediately following Distribution Date. Any
final
      distribution made pursuant to the immediately preceding sentence will be made
      only upon presentation
      and
      surrender of the Certificates at the Corporate Trust Office of the Trustee.
      If
      the Majority Class C Certificateholder elects to terminate the Trust Fund
      pursuant to Section 11.01, at least 20 days prior to the date notice is to
      be
      mailed to the Certificateholders, the Majority Class C Certificateholder shall
      notify the Depositor and the Trustee of the date the Majority Class C
      Certificateholder intends to terminate the Trust Fund. The Majority Class C
      Certificateholder shall remit the Mortgage Loan Purchase Price to the Trustee
      on
      the Business Day prior to the Distribution Date for such Optional Termination
      by
      the Majority Class C Certificateholder.

     

    Notice
      of
      any termination of the Trust Fund, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee by letter
      to Certificateholders mailed not later than two Business Days after the
      Determination Date in the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of Certificates at
      the
      office therein designated, (b) the amount of such final distribution, (c) the
      location of the office or agency at which such presentation and surrender must
      be made and (d) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, distributions being made only upon presentation and
      surrender of the Certificates at the office therein specified. The Trustee
      will
      give such notice to each Rating Agency at the time such notice is given to
      Certificateholders.

     

    Upon
      such
      final deposit with respect to the Trust Fund and the receipt by the Custodian
      of
      a Request for Release therefor, the Custodian shall promptly release to the
      Master Servicer, as applicable the Mortgage Files for the Mortgage Loans and
      the
      Trustee shall execute and deliver any documents prepared and delivered to it
      which are necessary to transfer any REO Property.

     

    Upon
      presentation and surrender of the Certificates, the Trustee shall distribute
      to
      Certificateholders of each Class the amounts allocable to such Certificates
      held
      in the Distribution Account in the order and priority set forth in Section
      6.04
      hereof on the final Distribution Date and in proportion to their respective
      Percentage Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six months after the
      second notice all the applicable Certificates shall not have been surrendered
      for cancellation, the Trustee may take appropriate steps, or may appoint an
      agent to take appropriate steps, to contact the remaining Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within one year after the second notice all Certificates shall not have been
      surrendered for cancellation, the Class R Certificateholders shall be entitled
      to all unclaimed funds and other assets of the Trust Fund that remain subject
      hereto.

     

    Section
      11.03  Additional
      Termination Requirements. 

     

    (a)  Upon
      exercise by the Majority Class C Certificateholder of its purchase option as
      provided in Section 11.01, the Trust Fund shall be terminated in accordance
      with
      the following additional requirements, unless the Trustee has been supplied
      with
      an Opinion of Counsel addressed to the Trustee at the expense of the Majority
      Class C Certificateholder to the effect that the failure of the Trust Fund
      to
      comply with the requirements of this Section 11.03 will not (i) result in the
      imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (1) The
      Majority Class C Certificateholder shall establish a 90-day liquidation period
      and notify the Trustee thereof, and the Trustee shall in turn specify the first
      day of such period in a statement attached to the tax return for each of REMIC
      I, REMIC II, REMIC III, REMIC IV and REMIC V pursuant to Treasury Regulation
      Section 1.860F-1. The Majority Class C Certificateholder shall satisfy all
      the
      requirements of a qualified liquidation under Section 860F of the Code and
      any
      regulations thereunder, as evidenced by an Opinion of Counsel addressed to
      the
      Trustee obtained at the expense of the Majority Class C
      Certificateholder;

     

    (2) During
      such 90-day liquidation period, and at or prior to the time of making the final
      payment on the Certificates, the Trustee shall sell all of the assets of REMIC
      I
      for cash; and

     

    (3) At
      the
      time of the making of the final payment on the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the Holders
      of
      the Residual Certificates, all cash on hand (other than cash retained to meet
      claims), and REMIC I shall terminate at that time.

     

    (b)  By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the
      adoption of a 90-day liquidation period and the adoption of a plan of complete
      liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V,
      which authorization shall be binding upon all successor
      Certificateholders.

     

    (c)  The
      Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
      of
      complete liquidation meeting the requirements for a qualified liquidation under
      Section 860F of the Code and any regulations thereunder upon the written request
      of the Majority Class C Certificateholder and the receipt of the Opinion of
      Counsel referred to in Section 11.03(a)(1) and to take such other action in
      connection therewith as may be reasonably requested by the Majority Class C
      Certificateholder.

     

    ARTICLE
      XII


    MISCELLANEOUS
      PROVISIONS

     

    Section
      12.01  Amendment. 

     

    This
      Agreement may be amended from time to time by parties hereto without the consent
      of any of the Certificateholders to cure any ambiguity, to correct or supplement
      any provisions herein (including to give effect to the expectations of
      investors), to comply with any changes in the Code, to revise any provisions
      to
      reflect the obligations of the parties to this Agreement as they relate to
      Regulation AB, to change the manner in which the Distribution Account maintained
      by the Trustee or the Protected Account maintained by the Company is maintained
      or to make such other provisions with respect to matters or questions arising
      under this Agreement as shall not be inconsistent with any other provisions
      herein if such action shall not, as evidenced by an Opinion of Counsel addressed
      to the Trustee, adversely affect in any material respect the interests of any
      Certificateholder; provided that any such amendment shall be deemed not to
      adversely affect in any material respect the interests of the Certificateholders
      and no such Opinion of Counsel shall be required if the Person requesting such
      amendment obtains a letter from each Rating Agency stating that such amendment
      would not result in the downgrading or withdrawal of the respective ratings
      then
      assigned to the Certificates.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to modify, eliminate
      or add to any of its provisions to such extent as shall be necessary or
      appropriate to maintain the qualification of each of REMIC
      I, REMIC II, REMIC III, REMIC IV or REMIC V,
      as a REMIC under the Code or to avoid or minimize the risk of the imposition
      of
      any tax on any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V pursuant
      to
      the Code that would be a claim against any of REMIC I, REMIC II, REMIC III,
      REMIC IV or REMIC V at any time prior to the final redemption of the
      Certificates, provided that the Trustee has been provided an Opinion of Counsel
      addressed to the Trustee, which opinion shall be an expense of the party
      requesting such opinion but in any case shall not be an expense of the Trustee
      or the Trust Fund, to the effect that such action is necessary or appropriate
      to
      maintain such qualification or to avoid or minimize the risk of the imposition
      of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto with
      the
      consent of the Holders of each Class of Certificates affected thereby evidencing
      over 50% of the Voting Rights of such Class or Classes for the purpose of adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided that no such amendment shall (i) reduce in any manner
      the
      amount of, or delay the timing of, payments required to be distributed on any
      Certificate without the consent of the Holder of such Certificate, (ii) cause
      any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify
      as
      a REMIC or (iii) reduce the aforesaid percentages of Certificates of each Class
      the Holders of which are required to consent to any such amendment without
      the
      consent of the Holders of all Certificates of such Class then
      outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel addressed to the Trustee, which opinion shall be an expense of the
      party
      requesting such amendment but in any case shall not be an expense of the
      Trustee, to the effect that such amendment will not (other than an amendment
      pursuant to clause (ii) of, and in accordance with, the preceding paragraph)
      cause the imposition of any tax on REMIC I, REMIC II, REMIC III, REMIC IV or
      REMIC V or the Certificateholders or cause REMIC I, REMIC II, REMIC III, REMIC
      IV or REMIC V to cease to qualify as a REMIC at any time that any Certificates
      are outstanding. Further, nothing in this Agreement shall require the Trustee
      to
      enter into an amendment without receiving an Opinion of Counsel, satisfactory
      to
      the Trustee (i) that such amendment is permitted and is not prohibited by this
      Agreement and (ii) that all requirements for amending this Agreement (including
      any consent of the applicable Certificateholders) have been complied
      with.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall not be necessary for the consent of Certificateholders under this Section
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    Section
      12.02  Recordation
      of Agreement; Counterparts. 

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Master Servicer shall effect such recordation at the Trust’s
      expense upon the request in writing of a Certificateholder, but only if such
      direction is accompanied by an Opinion of Counsel (provided at the expense
      of
      the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    For
      the purpose of facilitating the recordation of this Agreement as herein provided
      and for other purposes, this Agreement may be executed simultaneously in any
      number of counterparts, each of which counterparts shall be deemed to be an
      original, and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      12.03  Governing
      Law. 

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

     

    Section
      12.04  Intention
      of Parties. 

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Seller to the
      Depositor, and by the Depositor to the Trustee be, and be construed as, an
      absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Seller to the Depositor, or by the Depositor to the
      Trustee. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Seller or the Depositor, as
      applicable, or if for any other reason the Mortgage Loan Purchase Agreement
      or
      this Agreement is held or deemed to create a security interest in such assets,
      then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
      be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) the conveyance provided for in the
      Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
      conveyance provided for in this Agreement from the Depositor to the Trustee,
      shall be deemed to be an assignment and a grant by the Seller or the Depositor,
      as applicable, for the benefit of the Certificateholders, of a security interest
      in all of the assets that constitute the Trust Fund, whether now owned or
      hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and shall be maintained
      as such throughout the term of the Agreement.

     

    Section
      12.05  Notices. 

     

    (a)  The
      Trustee shall use its best efforts to promptly provide notice to each Rating
      Agency with respect to each of the following of which a Responsible Officer
      of
      the Trustee has actual knowledge:

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Event of Default that has not been cured;

     

    (iii)  The
      resignation or termination of the Master Servicer or the Trustee and the
      appointment of any successor;

     

    (iv)  The
      repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
      4.21 and 11.01; and

     

    (v)  The
      final
      payment to Certificateholders.

     

    (b)  All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New
      York 10179, Attention: Chief Counsel, and with respect to Regulation AB
      notifications to the Depositor at regabnotifications@bear.com; (ii) in the
      case
      of the Master Servicer, EMC Mortgage Corporation, 2780 Lake Vista Drive,
      Lewisville, Texas 75067 (Facsimile: (214) 626-4889), attention: Michelle Viner
      or such other address as may be hereafter furnished to the other parties hereto
      by the Master Servicer in writing; (iii) in the case of the Seller or the
      Company, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas
      75067 (Facsimile: (469) 759-4714), attention: General Counsel or such other
      address as may be hereafter furnished to the other parties hereto by the Seller
      or the Company in writing; (iv) in the case of the Trustee, at each Corporate
      Trust Office or such other address as the Trustee may hereafter furnish to
      the
      other parties hereto; and (v) in the case of the Rating Agencies, (x) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring and (y) Standard & Poor’s, 55 Water Street, 41st
      Floor, New York, New York 10041, Attention: Mortgage Surveillance Group. Any
      notice delivered to the Seller, the Master Servicer or the Trustee under this
      Agreement shall be effective only upon receipt. Any notice required or permitted
      to be mailed to a Certificateholder, unless otherwise provided herein, shall
      be
      given by first-class mail, postage prepaid, at the address of such
      Certificateholder as shown in the Certificate Register; any notice so mailed
      within the time prescribed in this Agreement shall be conclusively presumed
      to
      have been duly given, whether or not the Certificateholder receives such
      notice.

     

    Section
      12.06  Severability
      of Provisions. 

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      12.07  Assignment. 

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 8.07, this Agreement may not be assigned by the Master Servicer, the
      Seller or the Depositor.

     

    Section
      12.08  Limitation
      on Rights of Certificateholders. 

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust Fund,
      or
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as hereinbefore provided, the Holders
      of Certificates evidencing not less than 25% of the Voting Rights evidenced
      by
      the Certificates shall also have made written request to the Trustee to
      institute such action, suit or proceeding in its own name as Trustee hereunder
      and shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses, and liabilities to be incurred therein
      or
      thereby, and the Trustee for 60 days after its receipt of such notice, request
      and offer of indemnity shall have neglected or refused to institute any such
      action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For the protection and enforcement
      of
      the provisions of this Section 12.08, each and every Certificateholder, the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.

     

    Section
      12.09  Inspection
      and Audit Rights. 

     

    The
      Master Servicer agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor or the Trustee during the Master Servicer’s
      normal business hours, to examine all the books of account, records, reports
      and
      other papers of the Master Servicer relating to the Mortgage Loans, to make
      copies and extracts therefrom, to cause such books to be audited by independent
      certified public accountants selected by the Depositor or the Trustee and to
      discuss its affairs, finances and accounts relating to such Mortgage Loans
      with
      its officers, employees and independent public accountants (and by this
      provision the Master Servicer hereby authorizes such accountants to discuss
      with
      such representative such affairs, finances and accounts), all at such reasonable
      times and as often as may be reasonably requested. Any out-of-pocket expense
      incident to the exercise by the Depositor or the Trustee of any right under
      this
      Section 12.09 shall be borne by the party requesting such inspection, subject
      to
      such party’s right to reimbursement hereunder (in the case of the Trustee,
      pursuant to Section 10.05 hereof).

     

    The
      Trustee agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor during the Trustee’s normal business hours, to
      examine all the books of account, records, reports and other papers of the
      Trustee relating to the Certificates, to make copies and extracts therefrom,
      to
      cause such books to be audited by independent certified public accountants
      selected by the Depositor and to discuss its affairs, finances and accounts
      relating to such Certificates with its officers, employees and independent
      public accountants (and by this provision the Trustee hereby authorizes such
      accountants to discuss with such representative such affairs, finances and
      accounts), all at such reasonable times and as often as may be reasonably
      requested. Any out-of-pocket expense incident to the exercise by the Depositor
      of any right under this Section 12.09 shall be borne by the party requesting
      such inspection, subject to such party’s right to reimbursement
      hereunder.

     

    Section
      12.10  Certificates
      Nonassessable and Fully Paid. 

     

    It
      is the intention of the Depositor that Certificateholders shall not be
      personally liable for obligations of the Trust Fund, that the interests in
      the
      Trust Fund represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee
      pursuant to this Agreement, are and shall be deemed fully paid.

     

    *   
       *   
       *


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the Company,
      and the Trustee have caused their names to be signed hereto by their respective
      officers thereunto duly authorized as of the day and year first above
      written.

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ASSET BACKED SECURITIES
                I LLC,

              as
                Depositor

            
	 	 	 	 	 	 	 	/s/
              Baron Silverstein
	 	 	 	 	 	 	 	
              Name: 
                Baron Silverstein

            
	 	 	 	 	 	 	 	
              Title:   
                Vice President

            


    

     

    
 

    
      	 	 	 	 	 	 	
              EMC
                MORTGAGE CORPORATION,

              as
                Master Servicer, Seller and Company

            
	 	 	 	 	 	 	 	/s/
              Carol Young
	 	 	 	 	 	 	 	
              Name:   
                Carol Young

            
	 	 	 	 	 	 	 	
              Title:     
                Senior Vice President

            


    

     

    
 

    
      	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Trustee 

            
	 	 	 	 	 	 	 	/s/
              Stacey M. Taylor
	 	 	 	 	 	 	 	
              Name:  
                Stacey M. Taylor

            
	 	 	 	 	 	 	 	
              Title:    
                Vice President

            


    

    


    



    
      
        424915-12
          424915-12

        [TPW:
          NYLEGAL:657034.5] 17297-00514 04/19/2007 08:03 PM

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)


    

     

    On
      this
      30th day of March, 2007, before me, a notary public in and for said State,
      appeared ____________, personally known to me on the basis of satisfactory
      evidence to be a Vice President of Bear Stearns Asset Backed Securities I LLC,
      one of the companies that executed the within instrument, and also known to
      me
      to be the person who executed it on behalf of such limited liability company
      and
      acknowledged to me that such limited liability company executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

     

    


    [Notarial
      Seal]


    
      
        424915-12
          424915-12

        [TPW:
          NYLEGAL:657034.5] 17297-00514 04/19/2007 08:03 PM

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	STATE OF MARYLAND	)
	 	) ss.:
	COUNTY OF BALTIMORE	)


      

       

    

    On
      this 30th day of March, 2007, before me, a notary public in and for said State,
      appeared ____________________, personally known to me on the basis of
      satisfactory evidence to be an authorized representative of Wells Fargo Bank,
      National Association that executed the within instrument, and also known to
      me
      to be the person who executed it on behalf of such national banking association,
      and acknowledged to me that such national banking association executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     

    
      
        	STATE OF TEXAS	)
	 	) ss.:
	COUNTY OF DALLAS	)


      

       

    

    On
      this 30th day of March, 2007, before me, a notary public in and for said State,
      appeared ________________________, personally known to me on the basis of
      satisfactory evidence to be an authorized representative of EMC Mortgage
      Corporation, one of the corporations that executed the within instrument, and
      also known to me to be the person who executed it on behalf of such corporation
      and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    


    [Notarial
      Seal]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    

      EXHIBIT
        A-1

      


      FORM
        OF CLASS A CERTIFICATES

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      [FOR
        CLASS A-1] [THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
        DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE
        HERETO
        AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
        OF
        THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE
        NAMED
        HEREIN.]

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
        OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
&
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
        DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. 1

                	
                  [Adjustable
                    Rate] 

                
	 	 
	
                  Class
                    [A-1][A-2] Senior

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  March
                    1, 2007

                	
                  Aggregate
                    Initial Certificate [Principal Balance] [Notional Amount] of
                    this
                    Certificate as of the Cut-off Date:

                  $[__________]

                
	 	 
	
                  First
                    Distribution Date:

                  April
                    25, 2007

                	
                  Initial
                    Certificate [Principal Balance] [Notional Balance] of this Certificate
                    as
                    of the Cut-off Date:

                  $[__________]

                
	 	 
	
                  Master
                    Servicer:

                  EMC
                    Mortgage Corporation

                	
                  CUSIP:
                    [___________]

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  April
                    25, 2037

                	 
	 	 


        

      

      
 

       

      


      ASSET-BACKED
        CERTIFICATE

       

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class [A-1][A-2]
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional, one- to four-family, fixed interest rate mortgage loans sold
        by
        BEAR STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional, first lien, fixed rate mortgage loans secured
        by
        one- to four- family residences (collectively, the “Mortgage Loans”) sold by
        Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
        sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
        successors thereto under the Agreement referred to below). The Trust Fund
        was
        created pursuant to the Pooling and Servicing Agreement, dated as of the
        Cut-off
        Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC, as Master Servicer, seller and company and Wells Fargo Bank,
        National Association, as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, capitalized terms used herein shall have the meaning ascribed to
        them in
        the Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      [For
        Class A-1] Interest on this Certificate will accrue from and including the
        25th
        day of the calendar month preceding the month in which a Distribution Date
        (as
        hereinafter defined) occurs to and including the 24th day of the calendar
        month
        in which that Distribution Date occurs on the Certificate Principal Balance
        hereof at a per annum rate equal to the Pass-Through Rate set forth above
        and as
        further described in the Agreement. The Trustee will distribute on the 25th
        day
        of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the Business Day immediately preceding
        such Distribution Date, an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount (of interest and
        principal, if any) required to be distributed to the Holders of Certificates
        of
        the same Class as this Certificate. The Assumed Final Distribution Date is
        the
        Distribution Date in the month immediately following the month of the latest
        scheduled maturity date of any Mortgage Loan and is not likely to be the
        date on
        which the Certificate Principal Balance of this Class of Certificates will
        be
        reduced to zero.

       

      [For
        Class A-2] Interest on this Certificate will accrue from and including the
        25th
        day of the calendar month preceding the month in which a Distribution Date
        (as
        hereinafter defined) occurs to and including the 24th day of the calendar
        month
        in which that Distribution Date occurs on the Certificate Notional Amount
        hereof
        at a per annum rate equal to the Pass-Through Rate set forth above and as
        further described in the Agreement. The Trustee will distribute on the 25th
        day
        of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the Business Day immediately preceding
        such Distribution Date, an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount (of interest, if any)
        required to be distributed to the Holders of Certificates of the same Class
        as
        this Certificate. The Assumed Final Distribution Date is the Distribution
        Date
        in the month immediately following the month of the latest scheduled maturity
        date of any Mortgage Loan and is not likely to be the date on which the
        Certificate Notional Amount of this Class of Certificates will be reduced
        to
        zero. The Class A-2 Certificates have no Certificate Principal
        Balance.

       

      [For
        Class A-1] Distributions on this Certificate will be made by the Trustee
        by
        check mailed to the address of the Person entitled thereto as such name and
        address shall appear on the Certificate Register or, if such Person so requests
        by notifying the Trustee in writing as specified in the Agreement, by wire
        transfer. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Trustee of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Trustee for that purpose and designated
        in
        such notice. The Initial Certificate Principal Balance of this Certificate
        is
        set forth above. The Certificate Principal Balance hereof will be reduced
        to the
        extent of distributions allocable to principal hereon and any Realized Losses
        allocable thereto.

       

      [For
        Class A-2] Distributions on this Certificate will be made by the Trustee
        by
        check mailed to the address of the Person entitled thereto as such name and
        address shall appear on the Certificate Register or, if such Person so requests
        by notifying the Trustee in writing as specified in the Agreement, by wire
        transfer. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Trustee of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Trustee for that purpose and designated
        in
        such notice. The Initial Certificate Notional Amount of this Certificate
        is set
        forth above.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of Depositor, the Master Servicer, the
        Trustee
        or any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

      


      
        	
                Dated:
                  March 30, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class
        [A-1][A-2] Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-2

      


      [Reserved]

       

       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-3

      


      FORM
        OF CLASS M CERTIFICATES

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [,]
        [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2
        CERTIFICATES]
        [,] [AND] [CLASS M-3 CERTIFICATES] [AND] [CLASS M-4 CERTIFICATES] AS DESCRIBED
        IN THE AGREEMENT (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
        IN
        THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
        THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
        THE
        DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
        ITS
        CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
        HEREIN.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
        OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
&
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
        DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      EACH
        HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
        THE
        REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE
        AGREEMENT.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. 1

                	
                  Adjustable
                    Pass-Through Rate

                
	 	 
	
                  Class
                    M-[1][2][3][4] Subordinate

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  March
                    1, 2007

                	
                  Aggregate
                    Initial Certificate Principal Balance of this Certificate as
                    of the
                    Cut-off Date:

                  $[________________]

                
	 	 
	
                  First
                    Distribution Date:

                  April
                    25, 2007

                	
                  Initial
                    Certificate Principal Balance of this Certificate as of the Cut-off
                    Date:
                    

                  $[________________]

                
	 	 
	
                  Master
                    Servicer:

                  EMC
                    Mortgage Corporation

                	
                  CUSIP:
                    [_______________]

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  April
                    25, 2037

                	 
	 	 


        

      

      
 

       

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class M-[1][2][3][4]
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional, one- to four-family, fixed interest rate mortgage loans sold
        by
        BEAR STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional, first lien, fixed rate mortgage loans secured
        by
        one- to four- family residences (collectively, the “Mortgage Loans”) sold by
        Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
        sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
        successors thereto under the Agreement referred to below). The Trust Fund
        was
        created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC, as Master Servicer, seller and company and Wells Fargo Bank,
        National Association, as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, capitalized terms used herein shall have the meaning ascribed to
        them in
        the Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      Interest
        on this Certificate will accrue from and including the 25th day of the calendar
        month preceding the month in which a Distribution Date (as hereinafter defined)
        occurs (or, with respect to the first accrual period, the Closing Date) to
        and
        including the 24th day of the calendar month in which that Distribution Date
        occurs on the Certificate Principal Balance hereof at a per annum rate equal
        to
        the Pass-Through Rate set forth above and as further described in the Agreement.
        The Trustee will distribute on the 25th day of each month, or, if such 25th
        day
        is not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount (of interest and principal, if any) required to
        be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in the
        month immediately following the month of the latest scheduled maturity date
        of
        any Mortgage Loan and is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice. The Initial Certificate
        Principal Balance of this Certificate is set forth above. The Certificate
        Principal Balance hereof will be reduced to the extent of distributions
        allocable to principal hereon and any Realized Losses allocable
        hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      Each
        holder of a Certificate or beneficial ownership shall be deemed to have made
        the
        representations set forth in section 7.02(b) of the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

      


      
        	
                Dated:
                  March 30, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class M-[1][2][3][4] Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       

       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-4

      


      FORM
        OF CLASS B CERTIFICATES

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [,]
        [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
        [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS
        B-1
        CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [AND] [CLASS B-3 CERTIFICATES]
        AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
        IN
        THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
        THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
        THE
        DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
        ITS
        CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
        HEREIN.

       

      [For
        Class B-1, Class B-2 and Class B-3] [UNLESS THIS CERTIFICATE IS PRESENTED
        BY AN
        AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE
        OR ITS
        AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
        ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
        REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
        AND
        ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
        FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
        OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

       

      [For
        Class B-1, Class B-2 and Class B-3] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL
        OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION
        7.02(b) OF THE AGREEMENT.]

       

      [For
        Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
        LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
        CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
        IN
        COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO
        RULE
        144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
        IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
        PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
        WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE
        OR
        OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
        EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE)
        OR
        (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE
        MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH
        ALL OF
        THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE
        ACT
        PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
        RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
        THE
        AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION OF COUNSEL AS
        TO
        COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THIS
        CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
        AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
        TITLE
        I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
        SECTION
        4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
        CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
        AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS:
        (I)
        WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER
        AN
        INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT
        LIMITED
        TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
        90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
        OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
        WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE
        OR A
        GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH
        EFFECT.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. 1

                	
                  Adjustable
                    Pass-Through Rate

                
	 	 
	
                  Class
                    B-[1][2][3][4] Subordinate

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  March
                    1, 2007

                	
                  Aggregate
                    Initial Certificate Principal Balance of this Certificate as
                    of the
                    Cut-off Date:

                  $[________________]

                
	 	 
	
                  First
                    Distribution Date:

                  April
                    25, 2007

                	
                  Initial
                    Certificate Principal Balance of this Certificate as of the Cut-off
                    Date:
                    

                  $[________________]

                
	 	 
	
                  Master
                    Servicer:

                  EMC
                    Mortgage Corporation

                	
                  CUSIP:
                    [_______________]

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  April
                    25, 2037

                	 
	 	 


        

      

      
 

       

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class B-[1][2][3][4]
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional, one- to four-family, fixed interest rate mortgage loans sold
        by
        BEAR STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that ___________ is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional, first lien, fixed rate mortgage loans secured
        by
        one- to four- family residences (collectively, the “Mortgage Loans”) sold by
        Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
        sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
        successors thereto under the Agreement referred to below). The Trust Fund
        was
        created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC, as Master Servicer, seller and company and Wells Fargo Bank,
        National Association, as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, capitalized terms used herein shall have the meaning ascribed to
        them in
        the Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      [For
        Class B-1, Class B-2 and Class B-3] [Interest on this Certificate will accrue
        from and including the 25th day of the calendar month preceding the month
        in
        which a Distribution Date (as hereinafter defined) occurs (or, with respect
        to
        the first accrual period, the Closing Date) to and including the 24th day
        of the
        calendar month in which that Distribution Date occurs on the Certificate
        Principal Balance hereof at a per annum rate equal to the Pass-Through Rate
        set
        forth above and as further described in the Agreement. The Trustee will
        distribute on the 25th day of each month, or, if such 25th day is not a Business
        Day, the immediately following Business Day (each, a “Distribution Date”),
        commencing on the First Distribution Date specified above, to the Person
        in
        whose name this Certificate is registered at the close of business on the
        Business Day immediately preceding such Distribution Date, an amount equal
        to
        the product of the Percentage Interest evidenced by this Certificate and
        the
        amount (of interest and principal, if any) required to be distributed to
        the
        Holders of Certificates of the same Class as this Certificate. The Assumed
        Final
        Distribution Date is the Distribution Date in the month immediately following
        the month of the latest scheduled maturity date of any Mortgage Loan and
        is not
        likely to be the date on which the Certificate Principal Balance of this
        Class
        of Certificates will be reduced to zero.]

       

      [For
        Class B-4] [Interest on this Certificate will accrue from and including the
        25th
        day of the calendar month preceding the month in which a Distribution Date
        (as
        hereinafter defined) occurs (or, with respect to the first accrual period,
        the
        Closing Date) to and including the 24th day of the calendar month in which
        that
        Distribution Date occurs on the Certificate Principal Balance hereof at a
        per
        annum rate equal to the Pass-Through Rate set forth above and as further
        described in the Agreement. The Trustee will distribute on the 25th day of
        each
        month, or, if such 25th day is not a Business Day, the immediately following
        Business Day (each, a “Distribution Date”), commencing on the First Distribution
        Date specified above, to the Person in whose name this Certificate is registered
        at the close of business on the last Business Day of the month immediately
        preceding the month of such Distribution Date so long as this Certificate
        remains in non book-entry form (and otherwise, the close of business on the
        Business Day immediately preceding such Distribution Date) an amount equal
        to
        the product of the Percentage Interest evidenced by this Certificate and
        the
        amount (of interest and principal, if any) required to be distributed to
        the
        Holders of Certificates of the same Class as this Certificate. The Assumed
        Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan.]

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice. The Initial Certificate
        Principal Balance of this Certificate is set forth above. The Certificate
        Principal Balance hereof will be reduced to the extent of distributions
        allocable to principal hereon and any Realized Losses allocable
        hereto.

       

      [For
        Class B-4] [No transfer of this Class B-4 Certificate will be made unless
        such
        transfer is (i) exempt from the registration requirements of the Securities
        Act
        of 1933, as amended, and any applicable state securities laws or is made
        in
        accordance with said Act and laws and (ii) made in accordance with Section
        7.02
        of the Agreement. In the event that such transfer is to be made the Trustee
        shall register such transfer if, (i) made to a transferee who has provided
        the
        Trustee with evidence as to its QIB status; or (ii) (A) the transferor has
        advised the Trustee in writing that the Certificate is being transferred
        to an
        Institutional Accredited Investor and (B) prior to such transfer the transferee
        furnishes to the Trustee an Investment Letter; provided that if based upon
        an
        Opinion of Counsel to the effect that (A) and (B) above are not sufficient
        to
        confirm that such transfer is being made pursuant to an exemption from, or
        in a
        transaction not subject to, the registration requirements of the Securities
        Act
        and other applicable laws, the Trustee shall as a condition of the registration
        of any such transfer require the transferor to furnish such other
        certifications, legal opinions or other information prior to registering
        the
        transfer of this Certificate as shall be set forth in such Opinion of
        Counsel.]

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      [For
        Class B-1, Class B-2 and Class B-3] [Each holder of a Certificate or beneficial
        ownership shall be deemed to have made the representations set forth in section
        7.02(b) of the Agreement.]

       

      [For
        Class B-4] [This Certificate may not be acquired directly or indirectly by,
        or
        on behalf of, an employee benefit plan or other retirement arrangement which
        is
        subject to Title I of the Employee Retirement Income Security Act of 1974,
        as
        amended, or Section 4975 of the Internal Revenue Code of 1986, as amended,
        unless the transferee certifies or represents that the proposed transfer
        and
        holding of a Certificate and the servicing, management and operation of the
        trust and its assets: (i) will not result in any prohibited transaction which
        is
        not covered under an individual or class prohibited transaction exemption,
        including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”)
        84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (ii) will not give
        rise to any additional obligations on the part of the Depositor, the Master
        Servicer or the Trustee, which will be deemed represented by an owner of
        a
        Book-Entry Certificate or a Global Certificate, or an Opinion of Counsel
        specified in section 7.02 of the Agreement is provided. This Certificate
        is one
        of a duly authorized issue of Certificates designated as set forth on the
        face
        hereof (the “Certificates”). The Certificates, in the aggregate, evidence the
        entire beneficial ownership interest in the Trust Fund formed pursuant to
        the
        Agreement.]

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

      


      
        	
                Dated:
                  March 30, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class B-[1][2][3][4] Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-5

      


      FORM
        OF CLASS
        C CERTIFICATES

       

      SOLELY
        FOR
        U.S.
        FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN
        A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
        ACT
        (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
        INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
        ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
        HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
        IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN
        CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
        THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF
        THE
        EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
        PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
        RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
        THE
        AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION
        OF
        COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
        STATES.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
        OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
        TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE
        UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
        TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF
        1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
        TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
        IN
        ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. 1

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  C

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date:

                March
                  1, 2007

              	
                Aggregate
                  Certificate Notional Amount of this Certificate as of the Cut-off
                  Date:

                $[____________]

              
	 	 
	
                First
                  Distribution Date:

                April
                  25, 2007

              	
                Initial
                  Certificate Notional Amount of this Certificate as of the Cut-off
                  Date:

                $[____________]

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_______________]

              
	 	 
	
                Assumed
                  Final Distribution Date:

                April
                  25, 2037

              	 
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

       

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class C Certificates
        with respect to a Trust Fund consisting primarily of a pool of conventional,
        one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS
        ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional, first lien, fixed rate mortgage loans
        secured by one- to four- family residences (collectively, the “Mortgage Loans”)
        sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage
        Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as
        master servicer of the Mortgage Loans (the “Master Servicer,” which term
        includes any successors thereto under the Agreement referred to below). The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells
        Fargo Bank, National Association, as trustee (the “Trustee”), a summary of
        certain of the pertinent provisions of which is set forth hereafter. To the
        extent not defined herein, capitalized terms used herein shall have the meaning
        ascribed to them in the Agreement. This Certificate is issued under and is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      The
        Trustee will distribute on the 25th day of each month, or, if such 25th day
        is
        not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last day (or if such last day is not a Business Day, the
        Business Day immediately preceding such last day) of the calendar month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month following the latest scheduled maturity date
        of
        any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Trustee shall require receipt of (i) if such transfer is purportedly being
        made
        in reliance upon Rule 144A under the 1933 Act, written certifications from
        the
        Holder of the Certificate desiring to effect the transfer, and from such
        Holder’s prospective transferee, substantially in the forms attached to the
        Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee or the Master Servicer in their respective capacities as such), together
        with copies of the written certification(s) of the Holder of the Certificate
        desiring to effect the transfer and/or such Holder’s prospective transferee upon
        which such Opinion of Counsel is based. Neither the Depositor nor the Trustee
        is
        obligated to register or qualify the Class of Certificates specified on the
        face
        hereof under the 1933 Act or any other securities law or to take any action
        not
        otherwise required under the Agreement to permit the transfer of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Seller and the Master Servicer against any liability
        that may result if the transfer is not so exempt or is not made in accordance
        with such federal and state laws.

       

      No
        transfer of this Certificate shall be made to any person, unless the transferee
        provides either (i) a certification pursuant to section 7.02(b) of the Agreement
        or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
        satisfactory to the Trustee that the purchase and holding of this Certificate
        are permissible under applicable law, will not constitute or result in any
        non-exempt prohibited transactions under Section 406 ERISA or Section 4975
        of
        the Code and will not subject the Trustee, Master Servicer or the Depositor
        to
        any obligation or liability in addition to those undertaken in the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer and the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      
        	
                Dated:
                  March 30, 2007

              	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class C Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      EXHIBIT
        A-6

      


      FORM
        OF CLASS P CERTIFICATES

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
        THE
        CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE
        NAMED
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
        ACT
        (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
        INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
        ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
        HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
        IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN
        CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
        THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF
        THE
        EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
        PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
        RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
        THE
        AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION
        OF
        COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
        STATES.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
        OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
        TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE
        UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
        TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF
        1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
        TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
        IN
        ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. 1

                	
                  Percentage
                    Interest: 100%

                
	 	 
	
                  Class
                    P

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  March
                    1, 2007

                	
                  Aggregate
                    Initial Certificate Principal Balance of this Certificate as
                    of the
                    Cut-off Date:

                  $100.00

                
	 	 
	
                  First
                    Distribution Date:

                  April
                    25, 2007

                	
                  Initial
                    Certificate Principal Balance of this Certificate as of the Cut-off
                    Date:
                    

                  $100.00

                
	 	 
	
                  Master
                    Servicer:

                  EMC
                    Mortgage Corporation

                	
                  CUSIP:
                    [_________________]

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  April
                    25, 2037

                	 
	 	 


        

      

      
 

       

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class P Certificates
        with respect to a Trust Fund consisting primarily of a pool of conventional,
        one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS
        ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or
        any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional, first lien, fixed rate mortgage loans
        secured by one- to four- family residences (collectively, the “Mortgage Loans”)
        sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage
        Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as
        master servicer of the Mortgage Loans (the “Master Servicer,” which term
        includes any successors thereto under the Agreement referred to below). The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC, as Master Servicer, seller and company and
        Wells Fargo Bank, National Association, as trustee (the “Trustee”), a summary of
        certain of the pertinent provisions of which is set forth hereafter. To the
        extent not defined herein, capitalized terms used herein shall have the meaning
        ascribed to them in the Agreement. This Certificate is issued under and is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      The
        Trustee will distribute on the 25th
        day of
        each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the last day (or if such last day
        is
        not a Business Day, the Business Day immediately preceding such last day)
        of the
        calendar month immediately preceding the month in which the Distribution
        Date
        occurs, an amount equal to the product of the Percentage Interest evidenced
        by
        this Certificate and the amounts required to be distributed to the Holders
        of
        Certificates of the same Class as this Certificate. The Assumed Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Trustee shall require receipt of (i) if such transfer is purportedly being
        made
        in reliance upon Rule 144A under the 1933 Act, written certifications from
        the
        Holder of the Certificate desiring to effect the transfer, and from such
        Holder’s prospective transferee, substantially in the forms attached to the
        Agreement as Exhibit D and either E or F, as applicable, and (ii) in all
        other
        cases, an Opinion of Counsel satisfactory to it that such transfer may be
        made
        without such registration or qualification (which Opinion of Counsel shall
        not
        be an expense of the Trust Fund or of the Depositor, the Trustee or the Master
        Servicer in their respective capacities as such), together with copies of
        the
        written certification(s) of the Holder of the Certificate desiring to effect
        the
        transfer and/or such Holder’s prospective transferee upon which such Opinion of
        Counsel is based. Neither the Depositor nor the Trustee is obligated to register
        or qualify the Class of Certificates specified on the face hereof under the
        1933
        Act or any other securities law or to take any action not otherwise required
        under the Agreement to permit the transfer of such Certificates without
        registration or qualification. Any Holder desiring to effect a transfer of
        this
        Certificate shall be required to indemnify the Trustee, the Depositor, the
        Seller and the Master Servicer against any liability that may result if the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate shall be made to any person, unless the transferee
        provides either (i) a certification pursuant to section 7.02(b) of the Agreement
        or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
        satisfactory to the Trustee that the purchase and holding of this Certificate
        are permissible under applicable law, will not constitute or result in any
        non-exempt prohibited transactions under Section 406 ERISA or Section 4975
        of
        the Code and will not subject the Trustee, Master Servicer or the Depositor
        to
        any obligation or liability in addition to those undertaken in the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

      


      
        	
                Dated:
                  March 30, 2007

              	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class P Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,
                  

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-7

      


      FORM
        OF CLASS R[-1][-2][-3][X] CERTIFICATES

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
        (AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
        AGREEMENT, SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS
        CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
        RESULT
        IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
        RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
        THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR
        TO
        ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
        AGREEMENT.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE THAT
        (1)
        SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
        THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY
        OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION
        IF
        ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY
        OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B)
        A
        FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
        INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
        CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
        EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
        IS
        SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX
        IMPOSED
        BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
        ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF
        THE
        CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
        (ANY
        SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E)
        BEING
        HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A
        DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
        ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN
        ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. NOTWITHSTANDING
        THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
        DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
        OF A
        DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION
        SHALL
        BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
        NOT
        BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
        BUT
        NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
        OF
        THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
        CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. 1

                	 
	 	 
	
                  Class
                    R[-1][-2][-3][X]

                	 
	 	
                  Percentage
                    Interest: 100%

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  March
                    1, 2007

                	 
	 	 
	
                  First
                    Distribution Date:

                  April
                    25, 2007

                	 
	 	 
	
                  Master
                    Servicer:

                  EMC
                    Mortgage Corporation

                	 
	 	
                  CUSIP:
                    [____________]

                
	
                  Assumed
                    Final Distribution Date:

                  April
                    25, 2037

                	 
	 	 


        

      

      
 

       

      


      ASSET-BACKED
        CERTIFICATE

       

      SERIES
        2007-AC3

       

      evidencing
        a percentage interest in the distributions allocable to the Class
        R[-1][-2][-3][X] Certificates with respect to a Trust Fund consisting primarily
        of a pool of conventional, one- to four-family, fixed interest rate mortgage
        loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional, first lien, fixed rate mortgage loans
        secured by one- to four- family residences (collectively, the “Mortgage Loans”)
        sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage
        Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as
        master servicer of the Mortgage Loans (the “Master Servicer,” which term
        includes any successors thereto under the Agreement referred to below). The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC, as Master Servicer, seller and company and
        Wells Fargo Bank, National Association, as trustee (the “Trustee”), a summary of
        certain of the pertinent provisions of which is set forth hereafter. To the
        extent not defined herein, capitalized terms used herein shall have the meaning
        ascribed to them in the Agreement. This Certificate is issued under and is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        Permitted Transferee, (ii) the transfer of any Ownership Interest in this
        Certificate will be conditioned upon the delivery to the Trustee of, among
        other
        things, an affidavit to the effect that it is a Permitted Transferee, (iii)
        any
        attempted or purported transfer of any Ownership Interest in this Certificate
        in
        violation of such restrictions will be absolutely null and void and will
        vest no
        rights in the purported transferee, and (iv) if any person other than a
        Permitted Transferee acquires any Ownership Interest in this Certificate
        in
        violation of such restrictions, then the Depositor will have the right, in
        its
        sole discretion and without notice to the Holder of this Certificate, to
        sell
        this Certificate to a purchaser selected by the Depositor, which purchaser
        may
        be the Depositor, or any affiliate of the Depositor, on such terms and
        conditions as the Depositor may choose.

       

      The
        Trustee will distribute on the 25th day of each month, or, if such 25th day
        is
        not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last day (or if such last day is not a Business Day, the
        Business Day immediately preceding such last day) of the calendar month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month following the latest scheduled maturity date
        of
        any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Certificate shall be made to any person, unless the transferee
        provides either (i) a certification pursuant to section 7.02(b) of the Agreement
        or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
        satisfactory to the Trustee that the purchase and holding of this Certificate
        are permissible under applicable law, will not constitute or result in any
        non-exempt prohibited transactions under Section 406 ERISA or Section 4975
        of
        the Code and will not subject the Trustee, Master Servicer or the Depositor
        to
        any obligation or liability in addition to those undertaken in the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Certificates
        evidencing over 50% of the Voting Rights of the Certificates, or with the
        consent of the Holders of the Class or Classes of Certificates affected thereby
        evidencing over 50% of the Voting Rights of such Class or Classes, as
        applicable. Any such consent by the Holder of this Certificate shall be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of Depositor, the Master Servicer, the
        Trustee
        or any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other related assets of the Trust Fund in accordance with
        the
        terms of the Agreement. Such optional repurchase may be made only on or after
        the first Distribution Date on which the aggregate Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to a certain percentage of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        as set forth in the Agreement. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

      


      
        	
                Dated:
                  March 30, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class R[-1][-2][-3][X] Certificates referred to in the
        within-mentioned Agreement.

      


      
        	 	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,
                  

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

 

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              


      

      


      


      
        	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      
 

      


      DISTRIBUTION
        INSTRUCTIONS

      


      This
        assignee should include the following for purposes of distribution:

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

      


      MORTGAGE
        LOAN SCHEDULE

      


      
           LOAN_ID              LOAN_SEQ                             CITY1                            STATE             ZIP_CODE                  PROPTYPE                        CURRENT_GROSS_COUPON                   SERV_FEE             LPMI
   -------              --------                             -----                            -----             --------                  --------                        --------------------                   --------             ----
     17026506              17026506         PEORIA                                           IL                      61604         Single Family                                                     7                 0.625              0
     17026507              17026507         ELWOOD                                           IN                      46036         Single Family                                                   6.5                 0.625              0
     17026508              17026508         FREDERICKTOWN                                    OH                      43019         Single Family                                                   7.5                 0.625              0
     17026510              17026510         DAYTON                                           OH                      45420         Single Family                                                 6.875                 0.625              0
     17026795              17026795         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026796              17026796         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026797              17026797         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026798              17026798         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026799              17026799         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026800              17026800         MEDINA                                           OH                      44256         PUD                                                             6.5                 0.625              0
     17026801              17026801         HOLLY                                            MI                      48442         Single Family                                                 6.875                 0.625              0
     17026802              17026802         CHICAGO                                          IL                      60639         Single Family                                                  6.25                 0.625              0
     17026803              17026803         COLUMBUS                                         OH                      43224         Single Family                                                   8.5                 0.625              0
     17026804              17026804         REYNOLDSBURG                                     OH                      43068         Single Family                                                 6.875                 0.625              0
     17026805              17026805         NORTH PORT                                       FL                      34287         Single Family                                                  6.25                 0.625              0
     17026806              17026806         HUNTLEY                                          IL                      60142         Single Family                                                     7                 0.625              0
     17026808              17026808         LANSING                                          MI                      48906         Single Family                                                 6.875                 0.625              0
     17026810              17026810         CHICAGO                                          IL                      60624         2-4 Family                                                    6.875                 0.625              0
     17026811              17026811         LONG GROVE                                       IL                      60047         PUD                                                           7.875                 0.625              0
     17026812              17026812         MADISON HTS                                      MI                      48071         Single Family                                                  7.25                 0.625              0
     17026813              17026813         VERO BEACH                                       FL                      32962         Condominium                                                     7.5                 0.625              0
     17026814              17026814         ORANGE PARK                                      FL                      32003         PUD                                                           6.875                 0.625              0
     17026815              17026815         MENTOR                                           OH                      44060         Condominium                                                    6.75                 0.625              0
     17026816              17026816         MASON                                            OH                      45040         Single Family                                                 6.375                 0.625              0
     17026818              17026818         FORT WAYNE                                       IN                      46814         PUD                                                           6.625                 0.625              0
     17026819              17026819         INDIANAPOLIS                                     IN                      46205         Single Family                                                 7.875                 0.625              0
     17026820              17026820         FORT MYERS                                       FL                      33919         Single Family                                                   6.5                 0.625              0
     17026821              17026821         COLUMBUS                                         IN                      47201         Single Family                                                 7.375                 0.625              0
     17026822              17026822         NEW ALBANY                                       IN                      47150         Single Family                                                  7.25                 0.625              0
     17026823              17026823         ALEXANDRIA                                       MN                      56308         Single Family                                                   6.5                 0.625              0
     17026824              17026824         CORNING                                          NY                      14830         Single Family                                                  7.75                 0.625              0
     17026825              17026825         CLEARWATER                                       FL                      33762         Single Family                                                   6.5                 0.625              0
     17026826              17026826         MC CORDSVILLE                                    IN                      46055         PUD                                                             7.5                 0.625              0
     17026827              17026827         CLEVELAND                                        OH                      44127         2-4 Family                                                     7.75                 0.625              0
     17026828              17026828         COLUMBUS                                         OH                      43204         Single Family                                                   6.5                 0.625              0
     17026830              17026830         WEST BLOOMFIELD                                  MI                      48322         Single Family                                                 7.125                 0.625              0
     17026831              17026831         FORT WALTON BEACH                                FL                      32548         Single Family                                                 6.375                 0.625              0
     17026832              17026832         LEWISTON                                         NY                      14092         Single Family                                                 6.875                 0.625              0
     17026834              17026834         SCHAUMBURG                                       IL                      60193         Condominium                                                       7                 0.625              0
     17026835              17026835         LOWELL                                           MI                      49331         Single Family                                                   6.5                 0.625              0
     17026836              17026836         LANSING                                          MI                      48917         Single Family                                                  7.25                 0.625              0
     17026837              17026837         WESTON                                           OH                      43569         Single Family                                                     7                 0.625              0
     17026838              17026838         FORT MYERS                                       FL                      33912         Single Family                                                  7.25                 0.625              0
     17026839              17026839         YPSILANTI                                        MI                      48197         Single Family                                                  7.25                 0.625              0
     17026840              17026840         ROCKFORD                                         MI                      49341         Single Family                                                     8                 0.625              0
     17026841              17026841         ST. LOUIS                                        MO                      63124         PUD                                                           6.875                 0.625              0
     17026842              17026842         LARGO                                            FL                      33771         PUD                                                            7.75                 0.625              0
     17026843              17026843         WASHINGTON COURT HOUSE                           OH                      43160         Single Family                                                 6.375                 0.625              0
     17026844              17026844         RIPLEY                                           OH                      45167         Single Family                                                 7.125                 0.625              0
     17026845              17026845         LISLE                                            IL                      60532         Single Family                                                 6.125                 0.625              0
     17026846              17026846         NASHVILLE                                        MI                      49073         Single Family                                                 7.625                 0.625              0
     17026847              17026847         CHICAGO                                          IL                      60630         Single Family                                                 7.125                 0.625              0
     17026848              17026848         ROCHESTER                                        NY                      14624         Single Family                                                     7                 0.625              0
     17026849              17026849         COLUMBUS                                         OH                      43221         Single Family                                                 6.875                 0.625              0
     17026850              17026850         DAYTON                                           OH                      45404         Single Family                                                  6.75                 0.625              0
     17026851              17026851         CLEVELAND                                        OH                      44110         2-4 Family                                                    8.375                 0.625              0
     17026852              17026852         CHICAGO                                          IL                      60608         2-4 Family                                                        7                 0.625              0
     17026853              17026853         GLENVIEW                                         IL                      60025         Condominium                                                   7.625                 0.625              0
     17026854              17026854         NILES                                            MI                      49120         Single Family                                                  8.25                 0.625              0
     17026855              17026855         LIMA                                             OH                      45805         2-4 Family                                                      7.5                 0.625              0
     17026856              17026856         CINCINNATI                                       OH                      45211         2-4 Family                                                    7.625                 0.625              0
     17026857              17026857         WALDO                                            OH                      43356         Single Family                                                 6.625                 0.625              0
     17026858              17026858         LEBANON                                          OH                      45036         PUD                                                               7                 0.625              0
     17026859              17026859         CLEVELAND                                        OH                      44105         Single Family                                                 6.625                 0.625              0
     17026860              17026860         LOCUST GROVE                                     GA                      30248         PUD                                                           7.125                 0.625              0
     17026861              17026861         MILWAUKEE                                        WI                      53216         2-4 Family                                                        7                 0.625              0
     17026862              17026862         LUTZ                                             FL                      33558         Single Family                                                   6.5                 0.625              0
     17026863              17026863         LEBANON                                          OH                      45036         Single Family                                                   6.5                 0.625              0
     17026864              17026864         FAIR HAVEN                                       MI                      48023         Single Family                                                 6.875                 0.625              0
     17026865              17026865         DEKALB                                           IL                      60115         Single Family                                                  7.25                 0.625              0
     17026866              17026866         MORTON GROVE                                     IL                      60053         Single Family                                                 7.125                 0.625              0
     17026868              17026868         WEST CHICAGO                                     IL                      60185         Single Family                                                     7                 0.625              0
     17026869              17026869         NAPLES                                           FL                      34112         Single Family                                                  6.25                 0.625              0
     17026870              17026870         TRUSSVILLE                                       AL                      35173         Single Family                                                  6.25                 0.625              0
     17026871              17026871         CLEVELAND                                        OH                      44105         Single Family                                                 7.125                 0.625              0
     17026872              17026872         CAPE CORAL                                       FL                      33914         Single Family                                                 6.375                 0.625              0
     17026873              17026873         FINDLAY                                          OH                      45840         PUD                                                           7.875                 0.625              0
     17026874              17026874         CLEVELAND                                        OH                      44105         Single Family                                                 7.125                 0.625              0
     17026875              17026875         WESTLAND                                         MI                      48185         Single Family                                                  6.75                 0.625              0
     17026876              17026876         COLUMBUS                                         OH                      43211         Single Family                                                 8.125                 0.625              0
     17026877              17026877         LOUISVILLE                                       IL                      62858         Single Family                                                   7.5                 0.625              0
     17026878              17026878         KERNERSVILLE                                     NC                      27284         Single Family                                                 6.375                 0.625              0
     17026879              17026879         BLANCHESTER                                      OH                      45107         2-4 Family                                                    8.625                 0.625              0
     17026880              17026880         MIDDLEFIELD                                      OH                      44062         Condominium                                                     6.5                 0.625              0
     17026881              17026881         COLERAIN TWP                                     OH                      45251         Single Family                                                 8.875                 0.625              0
     17026883              17026883         ORLANDO                                          FL                      32806         Single Family                                                 7.125                 0.625              0
     17026884              17026884         AURORA                                           IL                      60505         Single Family                                                 7.125                 0.625              0
     17026885              17026885         HOLIDAY                                          FL                      34690         Single Family                                                 6.375                 0.625              0
     17026886              17026886         COCONUT CREEK                                    FL                      33073         PUD                                                             6.5                 0.625              0
     17026887              17026887         POPLAR GROVE                                     IL                      61065         Single Family                                                  7.25                 0.625              0
     17026888              17026888         CENTERVILLE                                      OH                      45459         Single Family                                                  7.25                 0.625              0
     17026889              17026889         CORBIN                                           KY                      40701         Single Family                                                     7                 0.625              0
     17026890              17026890         HOLT                                             MI                      48842         Single Family                                                  8.75                 0.625              0
     17026891              17026891         WARREN                                           MI                      48088         Single Family                                                 6.875                 0.625              0
     17026892              17026892         COLUMBUS                                         OH                      43204         Single Family                                                 6.875                 0.625              0
     17026893              17026893         CAPE CORAL                                       FL                      33990         Single Family                                                  6.75                 0.625              0
     17026894              17026894         CLARKSTON                                        MI                      48346         Single Family                                                  6.75                 0.625              0
     17026896              17026896         VANDALIA                                         OH                      45377         Single Family                                                  6.75                 0.625              0
     17026897              17026897         BELLBROOK                                        OH                      45305         Single Family                                                  6.75                 0.625              0
     17026898              17026898         MAYWOOD                                          IL                      60153         2-4 Family                                                     7.25                 0.625              0
     17026899              17026899         CLYDE                                            OH                      43410         Single Family                                                  8.25                 0.625              0
     17026900              17026900         CAPE CORAL                                       FL                      33904         Single Family                                                 7.625                 0.625              0
     17026901              17026901         DIMONDALE                                        MI                      48821         Single Family                                                 6.875                 0.625              0
     17026902              17026902         MYRTLE BEACH                                     SC                      29572         Condominium                                                   7.125                 0.625              0
     17026905              17026905         FLORENCE                                         KY                      41042         Single Family                                                 6.375                 0.625              0
     17026906              17026906         WINTER PARK                                      FL                      32789         Single Family                                                 6.625                 0.625              0
     17026907              17026907         SANDWICH                                         IL                      60548         Single Family                                                 7.125                 0.625              0
     17026908              17026908         CHICAGO                                          IL                      60618         2-4 Family                                                    7.125                 0.625              0
     17026909              17026909         HERMITAGE                                        TN                      37076         PUD                                                           6.375                 0.625              0
     17026910              17026910         CHICAGO                                          IL                      60611         Single Family                                                  7.25                 0.625              0
     17026911              17026911         STREAMWOOD                                       IL                      60107         Single Family                                                  6.75                 0.625              0
     17026913              17026913         CINCINNATI                                       OH                      45227         2-4 Family                                                        7                 0.625              0
     17026914              17026914         KETTERING                                        OH                      45419         Single Family                                                  7.25                 0.625              0
     17026915              17026915         SPRINGBORO                                       OH                      45066         Single Family                                                  7.25                 0.625              0
     17026916              17026916         BROWNSBURG                                       IN                      46112         Single Family                                                  6.75                 0.625              0
     17026917              17026917         CLEVELAND                                        OH                      44113         2-4 Family                                                      6.5                 0.625              0
     17026918              17026918         PLYMOUTH                                         MI                      48170         Single Family                                                 6.875                 0.625              0
     17026919              17026919         BLOOMINGTON                                      IN                      47403         PUD                                                           7.375                 0.625              0
     17026920              17026920         BROWNSBURG                                       IN                      46112         2-4 Family                                                     6.75                 0.625              0
     17026921              17026921         BELLEVILLE                                       MI                      48111         Single Family                                                  6.75                 0.625              0
     17026753              17026753         RICHLAND                                         MI                      49083         Single Family                                                 8.875                 0.625              0
     17026754              17026754         ELIZABETH CITY                                   NC                      27909         2-4 Family                                                    7.375                 0.625              0
     17026755              17026755         CHARLOTTE                                        NC                      28226         Single Family                                                     7                 0.625              0
     17026756              17026756         DAYTON                                           OH                      45405         Single Family                                                  7.25                 0.625              0
     17026758              17026758         FLOYDS KNOBS                                     IN                      47119         Single Family                                                  6.75                 0.625              0
     17026759              17026759         GARNER                                           NC                      27529         Single Family                                                 6.875                 0.625              0
     17026760              17026760         MIAMI BEACH                                      FL                      33139         Hi-Rise Condo                                                 6.875                 0.625              0
     17026761              17026761         LAUDERDALE LAKES                                 FL                      33313         Condominium                                                     6.5                 0.625              0
     17026762              17026762         CHICAGO                                          IL                      60631         Single Family                                                  7.25                 0.625              0
     17026763              17026763         FORT WAYNE                                       IN                      46809         2-4 Family                                                    6.875                 0.625              0
     17026766              17026766         EAST LIVERPOOL                                   OH                      43920         Single Family                                                 8.125                 0.625              0
     17026767              17026767         SOUTH BLOOMFIELD                                 OH                      43103         Single Family                                                  6.75                 0.625              0
     17026768              17026768         DELPHOS                                          OH                      45833         Single Family                                                  7.75                 0.625              0
     17026769              17026769         COLUMBUS                                         OH                      43203         Condominium                                                   6.875                 0.625              0
     17026770              17026770         EDGEWATER                                        FL                      32141         Single Family                                                  7.25                 0.625              0
     17026771              17026771         ROCKFORD                                         MI                      49341         Single Family                                                 7.125                 0.625              0
     17026772              17026772         CHICAGO                                          IL                      60613         Hi-Rise Condo                                                  6.75                 0.625              0
     17026773              17026773         FORT WAYNE                                       IN                      46845         PUD                                                           7.625                 0.625              0
     17026774              17026774         WINTER HAVEN                                     FL                      33881         Single Family                                                 5.875                 0.625              0
     17026775              17026775         CHICAGO                                          IL                      60618         2-4 Family                                                      6.5                 0.625              0
     17026776              17026776         NAPLES                                           FL                      34116         Single Family                                                 6.375                 0.625              0
     17026777              17026777         KANSAS CITY                                      MO                      64113         Single Family                                                   6.5                 0.625              0
     17026778              17026778         CAREY                                            OH                      43316         Single Family                                                 7.125                 0.625              0
     17026779              17026779         LEXINGTON                                        KY                      40503         Single Family                                                     7                 0.625              0
     17026780              17026780         DETROIT                                          MI                      48223         Single Family                                                  8.75                 0.625              0
     17026781              17026781         LOUISVILLE                                       KY                      40207         Single Family                                                   6.5                 0.625              0
     17026782              17026782         HOLLYWOOD                                        FL                      33020         Single Family                                                 7.375                 0.625              0
     17026783              17026783         FREEPORT                                         MI                      49325         Single Family                                                 7.375                 0.625              0
     17026784              17026784         LEXINGTON                                        KY                      40515         PUD                                                            6.75                 0.625              0
     17026785              17026785         CHICAGO                                          IL                      60634         Condominium                                                       7                 0.625              0
     17026786              17026786         DULUTH                                           GA                      30096         Single Family                                                   6.5                 0.625              0
     17026787              17026787         BROOK PARK                                       OH                      44142         Single Family                                                   7.5                 0.625              0
     17026788              17026788         GALENA                                           OH                      43021         Single Family                                                  6.25                 0.625              0
     17026789              17026789         AUSTIN                                           IN                      47102         Single Family                                                  6.75                 0.625              0
     17026790              17026790         BATESVILLE                                       IN                      47006         Single Family                                                 7.125                 0.625              0
     17026791              17026791         MANSFIELD                                        OH                      44903         2-4 Family                                                     6.75                 0.625              0
     17026792              17026792         ORLANDO                                          FL                      32833         Single Family                                                   6.5                 0.625              0
     17026793              17026793         DAYTONA BEACH                                    FL                      32114         PUD                                                            6.75                 0.625              0
     17026794              17026794         GREENWOOD                                        SC                      29646         Single Family                                                 8.625                 0.625              0
     17026720              17026720         COVINGTON                                        KY                      41016         Single Family                                                 7.875                 0.625              0
     17026721              17026721         THOMPSONS STATION                                TN                      37179         PUD                                                           6.375                 0.625              0
     17026722              17026722         CANTON                                           OH                      44705         Single Family                                                   7.5                 0.625              0
     17026726              17026726         KEARNEYSVILLE                                    WV                      25430         Single Family                                                 7.375                 0.625              0
     17026728              17026728         XENIA                                            OH                      45385         Single Family                                                 6.875                 0.625              0
     17026729              17026729         PORT CHARLOTTE                                   FL                      33952         Single Family                                                 6.375                 0.625              0
     17026730              17026730         FAIRBORN                                         OH                      45324         Single Family                                                  7.75                 0.625              0
     17026731              17026731         PLAINFIELD                                       IN                      46168         Single Family                                                 8.875                 0.625              0
     17026732              17026732         COMMERCE TOWNSHIP                                MI                      48382         Single Family                                                 6.875                 0.625              0
     17026734              17026734         CHICAGO                                          IL                      60601         Hi-Rise Condo                                                  8.75                 0.625              0
     17026735              17026735         ATLANTA                                          GA                      30340         Single Family                                                 6.625                 0.625              0
     17026736              17026736         ROCHESTER                                        NY                      14606         Single Family                                                 6.875                 0.625              0
     17026737              17026737         MIAMI                                            FL                      33175         Single Family                                                 6.375                 0.625              0
     17026738              17026738         URBANA                                           OH                      43078         Single Family                                                   6.5                 0.625              0
     17026740              17026740         RICHMOND HEIGHTS                                 OH                      44143         Condominium                                                   6.625                 0.625              0
     17026742              17026742         FAIRVIEW PARK                                    OH                      44126         Single Family                                                   7.5                 0.625              0
     17026744              17026744         LOUISVILLE                                       KY                      40216         Single Family                                                 6.875                 0.625              0
     17026745              17026745         KNOX                                             IN                      46534         Single Family                                                  8.75                 0.625              0
     17026746              17026746         KNOX                                             IN                      46534         Single Family                                                   6.5                 0.625              0
     17026748              17026748         SHAKER HEIGHTS                                   OH                      44122         Single Family                                                 6.625                 0.625              0
     17026750              17026750         AKRON                                            OH                      44320         Single Family                                                 7.875                 0.625              0
     17026751              17026751         NORTH ROYALTON                                   OH                      44133         Single Family                                                  7.25                 0.625              0
     17026752              17026752         CHICAGO                                          IL                      60625         2-4 Family                                                    6.875                 0.625              0
     16803651              16803651         Homestead                                        FL                      33033         Condominium                                                   8.625                  0.25              0
     16803278              16803278         SEVIERVILLE                                      TN                      37876         PUD                                                           8.125                  0.25           0.89
     16803411              16803411         GRIFFIN                                          GA                      30224         Single Family                                                     7                  0.25              0
     16801777              16801777         NEENAH                                           WI                      54956         Single Family                                                 7.375                  0.25              0
     16798808              16798808         Hazelwood                                        MO                      63042         Condominium                                                    7.25                  0.25              0
     16798817              16798817         SAN ANTONIO                                      TX                      78250         PUD                                                           8.625                  0.25           1.32
     16798640              16798640         MIAMI                                            FL                      33138         Single Family                                                   6.5                  0.25              0
     16798571              16798571         PORT ORANGE                                      FL                      32128         Single Family                                                     7                  0.25              0
     16798587              16798587         North Las Vegas                                  NV                      89084         PUD                                                           6.875                  0.25              0
     16791124              16791124         Henderson                                        NV                      89044         PUD                                                           7.375                  0.25              0
     17026986              17026986         VENICE                                           FL                      34285         Condominium                                                   6.375                 0.625              0
     17013167              17013167         DOWNERS GROVE                                    IL                      60516         Single Family                                                     7                  0.25              0
     16844802              16844802         DENVER                                           CO                      80249         Single Family                                                  8.25                  0.25           1.23
     16844814              16844814         Round Rock                                       TX                      78664         PUD                                                           6.875                  0.25              0
     16844827              16844827         Waddell                                          AZ                      85355         Single Family                                                 7.375                  0.25              0
     17055840              17055840         Parker                                           CO                      80134         PUD                                                            7.25                  0.25              0
     17044082              17044082         Greenwood Village                                CO                      80111         PUD                                                           6.875                  0.25              0
     17048138              17048138         Charlotte                                        NC                      28213         Single Family                                                  8.25                  0.25              0
     17042516              17042516         LEHI                                             UT                      84043         PUD                                                           6.375                  0.25              0
     17034421              17034421         Shoreline                                        WA                      98155         Single Family                                                   6.5                  0.25              0
     17034622              17034622         MARIETTA                                         GA                      30068         PUD                                                           7.125                  0.25              0
     17027556              17027556         BARSTOW                                          CA                      92311         Single Family                                                  6.75                  0.25              0
     17022119              17022119         Des Moines                                       WA                      98198         Single Family                                                  7.75                  0.25              0
     17015156              17015156         Coral Springs                                    FL                      33065         Condominium                                                   7.875                  0.25              0
     17016360              17016360         NORTH HILLS                                      CA                      91343         Single Family                                                   6.5                  0.25              0
     17021081              17021081         DENVER                                           CO                      80210         Single Family                                                   7.5                  0.25              0
     17014793              17014793         SAN JOSE                                         CA                      95122         Single Family                                                 6.625                  0.25              0
     17014795              17014795         SAN FRANCISCO                                    CA                      94112         Single Family                                                 6.625                  0.25              0
     17014797              17014797         SAN ANTONIO                                      TX                      78242         PUD                                                           8.625                  0.25           0.84
     17014800              17014800         PHOENIX                                          AZ                      85032         Single Family                                                  7.25                  0.25              0
     17014804              17014804         GLENDORA                                         CA                      91741         Single Family                                                     6                  0.25              0
     17014962              17014962         MANASSAS                                         VA                      20112         PUD                                                            6.75                  0.25              0
     17014965              17014965         SAN JOSE                                         CA                      95135         Single Family                                                  6.25                  0.25              0
     17014983              17014983         Cumming                                          GA                      30041         PUD                                                           7.625                  0.25              0
     17015005              17015005         Fort Pierce                                      FL                      34997         Single Family                                                   8.5                  0.25              0
     17012812              17012812         CHICAGO                                          IL                      60619         Single Family                                                 9.875                  0.25              0
     17012898              17012898         DESOTO                                           TX                      75115         Single Family                                                 6.625                  0.25              0
     17013454              17013454         TAVARES                                          FL                      32778         Single Family                                                 7.875                  0.25              0
     17013482              17013482         Riverside                                        CA                      92501         Single Family                                                 6.125                  0.25              0
     17013606              17013606         Riverside                                        CA                      92501         2-4 Family                                                     6.25                  0.25              0
     17013633              17013633         RIVER VALE                                       NJ                       7675         Single Family                                                  8.25                  0.25              0
     17012736              17012736         Colbert                                          GA                      30628         Single Family                                                     8                  0.25              0
     17012778              17012778         ATLANTA                                          GA                      30315         Single Family                                                   8.5                  0.25           0.48
     17012786              17012786         Riverside                                        CA                      92504         Single Family                                                 6.375                  0.25              0
     17011324              17011324         FRISCO                                           TX                      75034         Single Family                                                   6.5                  0.25              0
     17011341              17011341         SOUTH SAN FRANCISCO                              CA                      94080         Single Family                                                   6.5                  0.25              0
     17009182              17009182         TOM BEAN                                         TX                      75489         Single Family                                                   7.5                  0.25              0
     17009238              17009238         PHOENIX                                          AZ                      85044         PUD                                                               7                  0.25              0
     17009282              17009282         Ontario                                          CA                      91761         2-4 Family                                                    7.875                  0.25              0
     17010990              17010990         GILBERT                                          AZ                      85297         Single Family                                                  6.25                  0.25              0
     17011087              17011087         SUWANEE                                          GA                      30024         PUD                                                             7.5                  0.25           0.73
     17011090              17011090         MANVILLE                                         NJ                       8835         Single Family                                                  7.75                  0.25              0
     17011200              17011200         Miramar                                          FL                      33025         Condominium                                                    8.75                  0.25              0
     17011207              17011207         KISMET                                           NY                      11706         Single Family                                                 6.875                  0.25              0
     17004910              17004910         Stone Mountain                                   GA                      30087         PUD                                                           7.625                  0.25           0.65
     17004913              17004913         Poway                                            CA                      92064         Single Family                                                 8.125                  0.25           0.65
     17004916              17004916         Aurora                                           CO                      80012         Single Family                                                 7.375                  0.25           0.48
     17004926              17004926         Brooklyn Park                                    MN                      55445         Single Family                                                  7.75                  0.25           1.18
     17004931              17004931         Austell                                          GA                      30106         Single Family                                                  8.75                  0.25           0.66
     17004935              17004935         Greensburg                                       KY                      42743         Single Family                                                 8.375                  0.25           0.92
     17004943              17004943         DAYTON                                           OH                      45414         Single Family                                                 7.375                  0.25              0
     17005027              17005027         SAN ANTONIO                                      TX                      78218         PUD                                                             8.5                  0.25           1.32
     17005106              17005106         Cleburne                                         TX                      76033         Single Family                                                  6.75                  0.25              0
     17005146              17005146         BRICK                                            NJ                       8723         Single Family                                                  7.25                  0.25              0
     17008957              17008957         LAS VEGAS                                        NV                      89141         PUD                                                             6.5                  0.25              0
     17008986              17008986         Miami                                            FL                      33138         2-4 Family                                                        7                  0.25              0
     17004798              17004798         SAN ANTONIO                                      TX                      78261         Single Family                                                 7.625                  0.25              0
     17004801              17004801         Charleston                                       SC                      29412         Single Family                                                   8.5                  0.25           1.19
     17004825              17004825         Stone Mountain                                   GA                      30088         Single Family                                                 7.625                  0.25           0.54
     17004868              17004868         Lexington                                        TN                      38351         Single Family                                                 7.875                  0.25           1.01
     17004870              17004870         Fairburn                                         GA                      30213         Single Family                                                  7.75                  0.25           0.81
     17004874              17004874         Atlanta                                          GA                      30331         Single Family                                                 7.875                  0.25           0.77
     17004888              17004888         COVINGTON                                        GA                      30014         Single Family                                                   7.5                  0.25              0
     17004891              17004891         Merritt Island                                   FL                      32953         PUD                                                           7.625                  0.25              0
     17004892              17004892         Columbus                                         OH                      43211         Single Family                                                   7.5                  0.25           0.47
     17004898              17004898         Anderson                                         IN                      46013         Single Family                                                 7.375                  0.25           0.51
     17004902              17004902         Columbus                                         GA                      31907         Single Family                                                     8                  0.25           1.01
     17004772              17004772         CHARLOTTE                                        NC                      28214         PUD                                                           7.125                  0.25              0
     17004774              17004774         Lithonia                                         GA                      30058         Single Family                                                  7.75                  0.25           0.85
     17004778              17004778         Peoria                                           AZ                      85381         Single Family                                                 8.875                  0.25              0
     17004783              17004783         Grand Rapids                                     MI                      49503         Single Family                                                  8.25                  0.25           0.92
     17003330              17003330         Sykesville                                       MD                      21784         Single Family                                                  7.25                  0.25            0.4
     17003368              17003368         WEST LIBERTY                                     IA                      52776         Single Family                                                  8.25                  0.25              0
     17004667              17004667         HERNDON                                          VA                      20170         PUD                                                           6.875                  0.25              0
     17004670              17004670         SANTA CRUZ                                       CA                      95062         2-4 Family                                                    6.875                  0.25              0
     17004672              17004672         CALEXICO                                         CA                      92231         Single Family                                                 6.875                  0.25              0
     17004707              17004707         DES MOINES                                       IA                      50314         Single Family                                                 6.625                  0.25              0
     17004721              17004721         GILBERT                                          AZ                      85296         PUD                                                           7.875                  0.25              0
     17004751              17004751         Columbus                                         GA                      31907         Single Family                                                   9.5                  0.25           0.96
     17002237              17002237         MILWAUKEE                                        WI                      53207         Single Family                                                 7.625                  0.25            0.4
     17002260              17002260         Winterville                                      GA                      30683         PUD                                                           7.375                  0.25              0
     17002277              17002277         Atlanta                                          GA                      30308         Condominium                                                   6.875                  0.25              0
     17002313              17002313         Riverbank                                        CA                      95367         Single Family                                                 9.875                  0.25              0
     17002333              17002333         Santa Barbara                                    CA                      93101         Single Family                                                 6.625                  0.25              0
     17003231              17003231         COSTA MESA                                       CA                      92627         PUD                                                           6.125                  0.25              0
     16823965              16823965         MONTGOMERY                                       AL                      36116         Single Family                                                 9.375                  0.25           0.73
     16848649              16848649         REDMOND                                          WA                      98053         PUD                                                             6.5                  0.25              0
     16990197              16990197         Fort Oglethorpe                                  GA                      30742         Single Family                                                     7                  0.25              0
     17002199              17002199         CHARLOTTE                                        NC                      28227         Single Family                                                     8                  0.25           0.84
     17000380              17000380         Apple Valley                                     CA                      92307         Single Family                                                 6.875                  0.25              0
     17000393              17000393         APPLE VALLEY                                     CA                      92308         Single Family                                                 7.625                  0.25           0.77
     17000401              17000401         Naples                                           FL                      34110         PUD                                                           7.375                  0.25              0
     17000436              17000436         LIVINGSTON                                       NJ                       7039         Single Family                                                 7.375                  0.25              0
     17000447              17000447         Sarasota                                         FL                      34240         Single Family                                                 6.875                  0.25              0
     17001919              17001919         Gainesville                                      TX                      76240         Single Family                                                     8                  0.25              0
     17002004              17002004         BRIDGEHAMPTON                                    NY                      11932         Single Family                                                   6.5                  0.25              0
     17002013              17002013         Dallas                                           GA                      30157         Single Family                                                     7                  0.25              0
     17002027              17002027         HARVEY                                           LA                      70058         Single Family                                                  7.25                  0.25              0
     17002078              17002078         GRAND PRAIRIE                                    TX                      75052         Single Family                                                 8.625                  0.25              0
     17002094              17002094         MESA                                             AZ                      85213         PUD                                                           6.375                  0.25              0
     17000319              17000319         Oklahoma City                                    OK                      73118         2-4 Family                                                    8.125                  0.25              0
     17000336              17000336         Scotland                                         PA                      17254         Single Family                                                  7.25                  0.25              0
     16995158              16995158         KISSIMMEE                                        FL                      34747         Condominium                                                       7                  0.25              0
     16995172              16995172         NAPLES                                           FL                      34116         2-4 Family                                                     7.75                  0.25              0
     16995181              16995181         BRADENTON                                        FL                      34203         2-4 Family                                                    7.375                  0.25              0
     16995182              16995182         MISSOURI CITY                                    TX                      77459         PUD                                                            7.75                  0.25              0
     16995204              16995204         Lakeland                                         FL                      33801         2-4 Family                                                     7.75                  0.25              0
     16995215              16995215         LOS ANGELES                                      CA                      91325         PUD                                                               6                  0.25              0
     16995219              16995219         OVERLAND PARK                                    KS                      66213         PUD                                                           7.375                  0.25              0
     16995228              16995228         N LAS VEGAS                                      NV                      89031         PUD                                                           6.875                  0.25              0
     16995266              16995266         GARLAND                                          TX                      75041         Single Family                                                  6.75                  0.25              0
     16995324              16995324         LONG GROVE                                       IA                      52756         Single Family                                                  7.25                  0.25              0
     17000088              17000088         SAHUARITA                                        AZ                      85629         PUD                                                            6.75                  0.25              0
     17000091              17000091         SHERMAN                                          TX                      75090         Single Family                                                 7.625                  0.25              0
     17000161              17000161         LAKESIDE                                         AZ                      85929         PUD                                                            7.25                  0.25              0
     17000174              17000174         MESA                                             AZ                      85201         Single Family                                                   7.5                  0.25              0
     16994952              16994952         AURORA                                           IL                      60504         Condominium                                                    7.75                  0.25              0
     16994958              16994958         Houston                                          TX                      77089         PUD                                                           7.675                  0.25           0.61
     16994976              16994976         NEW ORLEANS                                      LA                      70129         2-4 Family                                                        8                  0.25              0
     16994986              16994986         BLOOMINGTON                                      IN                      47403         Single Family                                                  8.25                  0.25           0.57
     16994999              16994999         AUBREY                                           TX                      76227         Single Family                                                     8                  0.25              0
     16995006              16995006         MILWAUKEE                                        WI                      53210         2-4 Family                                                        7                  0.25              0
     16995011              16995011         MIDDLEBURG                                       FL                      32068         Single Family                                                 7.125                  0.25              0
     16995031              16995031         LAVEEN                                           AZ                      85339         PUD                                                            7.25                  0.25              0
     16995062              16995062         AUSTIN                                           TX                      78758         Condominium                                                     7.5                  0.25              0
     16990128              16990128         NEWPORT BEACH                                    CA                      92663         2-4 Family                                                      6.5                  0.25              0
     16990143              16990143         Las Vegas                                        NV                      89156         Single Family                                                 7.375                  0.25           0.65
     16990163              16990163         ALBUQUERQUE                                      NM                      87106         Single Family                                                 7.125                  0.25              0
     16990165              16990165         CEDAR HILL                                       TX                      75104         Single Family                                                 7.625                  0.25           1.19
     16990167              16990167         COLORADO SPRINGS                                 CO                      80916         Single Family                                                  8.25                  0.25           0.89
     16990173              16990173         Bexley                                           OH                      43209         Single Family                                                 6.625                  0.25              0
     16990175              16990175         FORT MYERS                                       FL                      33913         PUD                                                             7.5                  0.25              0
     16990177              16990177         LUTHERVILLE                                      MD                      21093         Single Family                                                     7                  0.25              0
     16990220              16990220         SAN BERNARDINO                                   CA                      92404         Single Family                                                 6.625                  0.25              0
     16990262              16990262         FUQUAY VARINA                                    NC                      27526         Single Family                                                  7.25                  0.25              0
     16990274              16990274         North Las Vegas                                  NV                      89084         Single Family                                                 7.375                  0.25              0
     16990287              16990287         Sunnyvale                                        CA                      94086         Condominium                                                   7.625                  0.25              0
     16990312              16990312         GRAND PRAIRIE                                    TX                      75052         Single Family                                                 8.625                  0.25              0
     16990315              16990315         Petaluma                                         CA                      94952         Single Family                                                 6.875                  0.25              0
     16991377              16991377         Deltona                                          FL                      32725         Single Family                                                  7.25                  0.25              0
     16991378              16991378         Harker Heights                                   TX                      76548         Single Family                                                 7.875                  0.25           0.62
     16991379              16991379         Houston                                          TX                      77073         PUD                                                           8.375                  0.25           1.32
     16991381              16991381         Waukegan                                         IL                      60085         Single Family                                                   7.5                  0.25           1.04
     16991383              16991383         East Bethel                                      MN                      55092         Single Family                                                 6.875                  0.25           0.47
     16991385              16991385         Newton                                           IA                      50208         Single Family                                                 7.125                  0.25           0.71
     16991386              16991386         Oregon City                                      OR                      97045         Single Family                                                 8.125                  0.25           1.07
     16991390              16991390         Des Moines                                       IA                      50315         Single Family                                                  7.75                  0.25           0.99
     16991393              16991393         Glendale                                         AZ                      85304         Condominium                                                       8                  0.25           1.18
     16991395              16991395         Des Moines                                       IA                      50313         Single Family                                                 7.875                  0.25           0.99
     16991396              16991396         Las Vegas                                        NV                      89110         Single Family                                                   7.5                  0.25           0.89
     16991397              16991397         Nashville                                        TN                      37218         Single Family                                                 7.875                  0.25           0.53
     16991399              16991399         Des Moines                                       IA                      50313         Single Family                                                  7.25                  0.25           0.76
     16991400              16991400         Ankeny                                           IA                      50023         Single Family                                                  7.75                  0.25           1.49
     16991401              16991401         Peoria                                           AZ                      85383         PUD                                                           6.875                  0.25           0.34
     16991404              16991404         Pearland                                         TX                      77584         PUD                                                           7.625                  0.25           0.71
     16991410              16991410         Mount Angel                                      OR                      97362         Single Family                                                 7.375                  0.25           0.65
     16991413              16991413         Forney                                           TX                      75126         PUD                                                               7                  0.25           0.57
     16991417              16991417         Carrington                                       ND                      58421         Single Family                                                     7                  0.25            0.4
     16991424              16991424         Dawson                                           IA                      50066         Single Family                                                 7.125                  0.25           0.43
     16991425              16991425         Fort Scott                                       KS                      66701         Single Family                                                  8.25                  0.25           1.12
     16991432              16991432         Grandview                                        MO                      64030         Single Family                                                 7.375                  0.25           0.93
     16991447              16991447         Arlington                                        TX                      76014         PUD                                                           8.875                  0.25           2.07
     16991506              16991506         UPPER MARLBORO                                   MD                      20774         PUD                                                            6.75                  0.25              0
     16991528              16991528         Santa Barbara                                    CA                      93103         Single Family                                                  6.25                  0.25              0
     16991530              16991530         HERNDERSON                                       NV                      89002         Single Family                                                 7.625                  0.25              0
     16991532              16991532         Orland Park                                      IL                      60462         PUD                                                           7.375                  0.25              0
     16991621              16991621         North Venice                                     FL                      34275         PUD                                                           8.875                  0.25              0
     16991631              16991631         LAKE WORTH                                       FL                      33460         Single Family                                                 8.375                  0.25              0
     16991679              16991679         Fairfax                                          VA                      22030         Single Family                                                  6.25                  0.25              0
     16991722              16991722         Palm Bay                                         FL                      32909         PUD                                                           6.999                  0.25              0
     16991762              16991762         Las Vegas                                        NV                      89149         PUD                                                           7.625                  0.25              0
     16991764              16991764         Gilbert                                          AZ                      85234         Single Family                                                 6.375                  0.25              0
     16991777              16991777         Sebring                                          FL                      33875         Single Family                                                   6.5                  0.25              0
     16985123              16985123         TITUSVILLE                                       FL                      32796         2-4 Family                                                    8.375                  0.25              0
     16985267              16985267         Los Lunas                                        NM                      87031         PUD                                                            7.25                  0.25              0
     16981525              16981525         HURST                                            TX                      76053         Single Family                                                   7.5                  0.25              0
     16981642              16981642         KYLE                                             TX                      78640         Single Family                                                   8.5                  0.25              0
     16981667              16981667         Pauls Valley                                     OK                      73075         Single Family                                                  7.75                  0.25              0
     16981791              16981791         Suffolk                                          VA                      23434         Single Family                                                 7.375                  0.25              0
     16981816              16981816         Atlanta                                          GA                      30316         Single Family                                                   8.5                  0.25              0
     16981858              16981858         DECATUR                                          GA                      30032         Single Family                                                  9.25                  0.25            0.9
     16982831              16982831         BALTIMORE                                        MD                      21230         Townhouse                                                         7                  0.25              0
     16982868              16982868         HOUSTON                                          TX                      77072         PUD                                                           6.875                  0.25              0
     16982869              16982869         BURBANK                                          CA                      91505         Single Family                                                 6.375                  0.25              0
     16982892              16982892         Fort Worth                                       TX                      76140         PUD                                                             7.5                  0.25              0
     16982906              16982906         MONTGOMERY                                       TX                      77356         PUD                                                           8.825                  0.25           0.85
     16982989              16982989         GILBERT                                          AZ                      85297         PUD                                                               6                  0.25              0
     16983034              16983034         Mc Kinney                                        TX                      75069         Single Family                                                  6.75                  0.25              0
     16983150              16983150         Benton                                           IL                      62812         Single Family                                                 8.625                  0.25           2.07
     16983155              16983155         Covington                                        GA                      30016         Single Family                                                 7.875                  0.25              0
     16983156              16983156         Falls Church                                     VA                      22041         Hi-Rise Condo                                                 8.625                  0.25              0
     16983168              16983168         Pittsburgh                                       PA                      15214         Single Family                                                   8.5                  0.25              0
     16984655              16984655         Hawthorne                                        NJ                       7506         2-4 Family                                                    7.125                  0.25              0
     16984671              16984671         WESTMINSTER                                      CO                      80030         Single Family                                                 7.125                  0.25           0.73
     16984713              16984713         WASHINGTON                                       DC                      20002         2-4 Family                                                     7.25                  0.25              0
     16984750              16984750         GRANVILLE                                        OH                      48023         Single Family                                                 6.875                  0.25              0
     16984774              16984774         Milford                                          DE                      19963         Single Family                                                 8.625                  0.25              0
     16984794              16984794         EDMONDS                                          WA                      98026         Single Family                                                   8.5                  0.25              0
     16984803              16984803         HIGHLAND SPRINGS                                 VA                      23075         Townhouse                                                     8.625                  0.25              0
     16984849              16984849         Holly Springs                                    NC                      27540         Single Family                                                     7                  0.25           0.57
     16984947              16984947         Plano                                            TX                      75074         Single Family                                                 6.875                  0.25              0
     16984952              16984952         Cincinnati                                       OH                      45227         PUD                                                           7.875                  0.25           1.44
     16984954              16984954         WESTMINSTER                                      CO                      80031         Single Family                                                   7.5                  0.25              0
     16984969              16984969         PAGOSA SPRINGS                                   CO                      81147         Single Family                                                     8                  0.25           0.73
     16985045              16985045         EAST CHICAGO                                     IN                      46312         2-4 Family                                                       10                  0.25              0
     16981190              16981190         VIRGINIA BCH                                     VA                      23464         Townhouse                                                      8.25                  0.25           0.71
     16981207              16981207         GAINESVILLE                                      VA                      20155         Townhouse                                                     6.375                  0.25              0
     16981208              16981208         LAS VEGAS                                        NV                      89102         Single Family                                                   6.5                  0.25              0
     16981231              16981231         CARSON CITY                                      NV                      89705         Single Family                                                 6.875                  0.25              0
     16981282              16981282         ORANGE PARK                                      FL                      32073         PUD                                                           7.875                  0.25              0
     16981290              16981290         CIBOLO                                           TX                      78108         PUD                                                           7.375                  0.25              0
     16981343              16981343         TYLER                                            TX                      75701         Single Family                                                   8.5                  0.25              0
     16981473              16981473         West Palm Beach                                  FL                      33401         2-4 Family                                                    6.625                  0.25              0
     16981495              16981495         FORT WORTH                                       TX                      76132         Single Family                                                  7.75                  0.25              0
     16981498              16981498         CLIFTON                                          NJ                       7011         2-4 Family                                                     7.25                  0.25              0
     16981157              16981157         Orlando                                          FL                      32821         Condominium                                                    8.25                  0.25              0
     16981090              16981090         RICHMOND                                         VA                      23222         Single Family                                                  7.75                  0.25           0.77
     16980827              16980827         ATLANTA                                          GA                      30314         Single Family                                                     9                  0.25              0
     16980830              16980830         LIVINGSTON                                       CA                      95334         Single Family                                                  7.75                  0.25           0.88
     16980845              16980845         SAINT CLOUD                                      FL                      34769         Single Family                                                   8.5                  0.25              0
     16980851              16980851         BRIDGEPORT                                       CT                       6606         2-4 Family                                                      8.5                  0.25              0
     16980864              16980864         FORT WORTH                                       TX                      76108         Single Family                                                   8.5                  0.25              0
     16980927              16980927         MESA                                             AZ                      85208         PUD                                                           7.125                  0.25              0
     16979468              16979468         PUEBLO                                           CO                      81003         Single Family                                                   8.5                  0.25              0
     16979475              16979475         PUEBLO                                           CO                      81004         Single Family                                                   8.5                  0.25              0
     16979476              16979476         ARLINGTON                                        TX                      76002         Single Family                                                 6.125                  0.25              0
     16979478              16979478         LAS VEGAS                                        NV                      89115         PUD                                                             7.5                  0.25              0
     16979479              16979479         Grants Pass                                      OR                      97527         Single Family                                                  7.25                  0.25              0
     16979485              16979485         Grants Pass                                      OR                      97527         Single Family                                                  8.25                  0.25              0
     16979497              16979497         Broxton                                          GA                      31519         Single Family                                                     7                  0.25              0
     16980398              16980398         HIGHLANDS                                        NC                      28741         Single Family                                                  6.75                  0.25              0
     16980405              16980405         New York                                         NY                      10013         Hi-Rise Condo                                                 6.875                  0.25              0
     16980447              16980447         PERU                                             IN                      46970         PUD                                                             8.5                  0.25              0
     16980470              16980470         GRANTSVILLE                                      UT                      84029         PUD                                                               7                  0.25              0
     16980536              16980536         CEDAR CITY                                       UT                      84720         Single Family                                                 8.375                  0.25           0.62
     16980555              16980555         FREEPORT                                         NY                      11520         Single Family                                                   7.5                  0.25              0
     16980595              16980595         HENDERSON                                        CA                      93015         Single Family                                                 6.875                  0.25              0
     16980643              16980643         TUCSON                                           AZ                      85730         PUD                                                            7.25                  0.25            0.4
     16980649              16980649         FLORENCE                                         AL                      35630         Single Family                                                  8.25                  0.25           1.06
     16980686              16980686         NEW MARKET                                       MD                      21774         PUD                                                           6.875                  0.25              0
     16980730              16980730         MIAMI                                            FL                      33186         PUD                                                           7.125                  0.25              0
     16980782              16980782         FORT WORTH                                       TX                      76134         Single Family                                                   8.5                  0.25              0
     16978930              16978930         NEWNAN                                           GA                      30263         PUD                                                           7.375                  0.25              0
     16978933              16978933         EAGAR                                            AZ                      85925         Single Family                                                  6.75                  0.25              0
     16978946              16978946         Largo                                            FL                      33771         Single Family                                                  7.75                  0.25              0
     16978962              16978962         LANHAM                                           MD                      20706         Single Family                                                  7.25                  0.25           0.92
     16978964              16978964         AUSTIN                                           TX                      78748         Single Family                                                     8                  0.25              0
     16979049              16979049         FLINT                                            TX                      75762         Single Family                                                   7.5                  0.25              0
     16979073              16979073         GOLDEN                                           CO                      80403         PUD                                                           7.625                  0.25              0
     16979186              16979186         HENDERSON                                        NV                      89074         Condominium                                                     8.5                  0.25           1.01
     16979196              16979196         SAN BERNARDINO                                   CA                      92407         Condominium                                                     7.5                  0.25              0
     16979221              16979221         ORLANDO                                          FL                      32839         Condominium                                                    8.75                  0.25           1.35
     16979225              16979225         SUMMERVILLE                                      SC                      29485         Single Family                                                 6.875                  0.25              0
     16979442              16979442         El Paso                                          TX                      79915         Single Family                                                   8.5                  0.25           0.97
     16974190              16974190         PHOENIX                                          AZ                      85043         Townhouse                                                      7.75                  0.25              0
     16974200              16974200         PHOENIX                                          AZ                      85019         PUD                                                           6.875                  0.25              0
     16974261              16974261         BRIGHTON                                         UT                      84121         Single Family                                                 7.375                  0.25              0
     16974291              16974291         MARICOPA                                         AZ                      85239         PUD                                                           7.125                  0.25              0
     16974294              16974294         PHOENIX                                          AZ                      85041         PUD                                                           7.125                  0.25              0
     16974419              16974419         Des Moines                                       IA                      50315         Single Family                                                   7.5                  0.25           0.88
     16974434              16974434         Ankeny                                           IA                      50021         Single Family                                                 7.125                  0.25           0.77
     16974438              16974438         Fort Worth                                       TX                      76112         Single Family                                                   8.5                  0.25           0.53
     16978698              16978698         Marietta                                         GA                      30067         Condominium                                                     8.5                  0.25              0
     16978722              16978722         Philadelphia                                     PA                      19148         Single Family                                                 7.875                  0.25              0
     16978827              16978827         PHOENIX                                          AZ                      85006         2-4 Family                                                    8.125                  0.25              0
     16978847              16978847         Chula Vista                                      CA                      91911         Single Family                                                 7.375                  0.25           0.26
     16978854              16978854         APPLE VALLEY                                     CA                      92307         Single Family                                                     7                  0.25              0
     16978865              16978865         ELLICOTT CITY                                    MD                      21043         Hi-Rise Condo                                                 6.625                  0.25              0
     16978867              16978867         LAKE SHORE                                       MD                      21122         PUD                                                           6.875                  0.25              0
     16978877              16978877         Santa Margarita                                  CA                      93453         Single Family                                                     7                  0.25              0
     16978884              16978884         Marion                                           AR                      72364         Single Family                                                   6.5                  0.25              0
     16974111              16974111         CALHAN                                           CO                      80808         Single Family                                                 7.125                  0.25              0
     16974120              16974120         West Valley City                                 UT                      84119         Single Family                                                  7.25                  0.25              0
     16974121              16974121         KREMMLING                                        CO                      80459         Single Family                                                  7.25                  0.25           0.72
     16974132              16974132         Atlantic Beach                                   FL                      32233         PUD                                                           6.875                  0.25              0
     16974162              16974162         SACRAMENTO                                       CA                      95826         Single Family                                                   7.6                  0.25           0.47
     16973968              16973968         LONGWOOD                                         FL                      32779         Condominium                                                    8.75                  0.25           1.35
     16973979              16973979         STUART                                           IA                      50250         Single Family                                                  8.25                  0.25           1.07
     16973989              16973989         SAN ANTONIO                                      TX                      78228         Condominium                                                   7.625                  0.25              0
     16973990              16973990         DES MOINES                                       IA                      50310         Single Family                                                 9.375                  0.25           1.19
     16974002              16974002         BETHESDA                                         MD                      20817         Single Family                                                 6.875                  0.25              0
     16974079              16974079         FARMERSVILLE                                     TX                      75442         Single Family                                                 6.875                  0.25              0
     16973776              16973776         West Palm Beach                                  FL                      33406         PUD                                                           7.875                  0.25              0
     16973796              16973796         Sterling                                         VA                      20164         Single Family                                                 7.375                  0.25              0
     16970815              16970815         Yorkville                                        IL                      60560         Condominium                                                   7.375                  0.25              0
     16970842              16970842         Bergenfield                                      NJ                       7621         Single Family                                                 7.125                  0.25              0
     16970885              16970885         Denver                                           CO                      80204         Single Family                                                  6.75                  0.25              0
     16973742              16973742         Mc Donough                                       GA                      30253         Single Family                                                 7.875                  0.25              0
     16790421              16790421         Ashburn                                          VA                      20147         PUD                                                           7.375                  0.25              0
     16788887              16788887         MADISONVILLE                                     KY                      42431         Single Family                                                  7.75                  0.25           0.76
     16788535              16788535         DENTON                                           TX                      76201         2-4 Family                                                    7.875                  0.25              0
     16786231              16786231         Warren                                           MI                      48093         Single Family                                                   8.5                  0.25           1.01
     16729680              16729680         Riverside                                        CA                      92506         PUD                                                             6.5                  0.25              0
     16729445              16729445         Forest Park                                      GA                      30297         Single Family                                                 8.525                  0.25           0.67
     16721943              16721943         RICHMOND                                         VA                      23223         Single Family                                                 8.375                  0.25           0.71
     16723295              16723295         Baltimore                                        MD                      21218         2-4 Family                                                    8.625                  0.25           0.82
     16721751              16721751         UNIONDALE                                        NY                      11553         Single Family                                                 6.875                  0.25              0
     16717392              16717392         TAMPA                                            FL                      33610         Single Family                                                 7.375                  0.25              0
     16569854              16569854         Redwood City                                     CA                      94061         Single Family                                                  6.75                  0.25              0
     16350208              16350208         SKANDIA                                          MI                      49885         Single Family                                                 6.625                  0.25              0
     17027090              17027090         MORROW                                           OH                      45152         Single Family                                                 6.375                 0.625              0
     17027091              17027091         CARMEL                                           IN                      46032         Single Family                                                  6.75                 0.625              0
     17027092              17027092         KENTLAND                                         IN                      47951         Single Family                                                 7.875                 0.625              0
     17027093              17027093         CINCINNATI                                       OH                      45213         2-4 Family                                                     7.25                 0.625              0
     17027094              17027094         MASON                                            MI                      48854         Single Family                                                 7.875                 0.625              0
     17027095              17027095         KALAMAZOO                                        MI                      49007         2-4 Family                                                    8.625                 0.625              0
     17027096              17027096         COLUMBUS                                         OH                      43203         2-4 Family                                                    8.625                 0.625              0
     17027097              17027097         TOLEDO                                           OH                      43620         Single Family                                                   8.5                 0.625              0
     16780794              16780794         ARLINGTON                                        TN                      38002         Single Family                                                 8.625                  0.25           1.15
     16780859              16780859         PASCO                                            WA                      99301         Single Family                                                 8.125                  0.25           1.19
     16778722              16778722         ATHENS                                           TN                      37303         Single Family                                                 7.875                  0.25           0.89
     17027055              17027055         TAMPA                                            FL                      33615         PUD                                                           6.875                 0.625              0
     17027056              17027056         CINCINNATI                                       OH                      45231         Single Family                                                 6.875                 0.625              0
     17027058              17027058         BONITA SPRINGS                                   FL                      34135         PUD                                                           6.625                 0.625              0
     17027059              17027059         TRENTON                                          OH                      45067         2-4 Family                                                    7.375                 0.625              0
     17027060              17027060         TRENTON                                          OH                      45067         2-4 Family                                                    7.375                 0.625              0
     17027061              17027061         TRENTON                                          OH                      45067         2-4 Family                                                    7.375                 0.625              0
     17027062              17027062         FORT MYERS                                       FL                      33908         Condominium                                                    6.75                 0.625              0
     17027063              17027063         CINCINNATI                                       OH                      45211         Single Family                                                  7.25                 0.625              0
     17027064              17027064         FENTON                                           MI                      48430         Single Family                                                 7.375                 0.625              0
     17027065              17027065         FAIRBORN                                         OH                      45324         Single Family                                                 8.625                 0.625              0
     17027066              17027066         ROYAL OAK                                        MI                      48073         Single Family                                                 7.125                 0.625              0
     17027067              17027067         COLUMBUS                                         OH                      43214         Single Family                                                  7.25                 0.625              0
     17027068              17027068         COLUMBUS                                         OH                      43204         Single Family                                                 8.625                 0.625              0
     17027070              17027070         FINDLAY                                          OH                      45840         Single Family                                                 6.125                 0.625              0
     17027071              17027071         PETOSKEY                                         MI                      49770         Single Family                                                 7.875                 0.625              0
     17027074              17027074         COLUMBUS                                         OH                      43212         Single Family                                                  7.25                 0.625              0
     17027075              17027075         OAKWOOD                                          GA                      30566         Single Family                                                 7.375                 0.625              0
     17027076              17027076         ROCKFORD                                         IL                      61108         Single Family                                                 6.625                 0.625              0
     17027077              17027077         COLUMBUS                                         OH                      43204         Single Family                                                 8.625                 0.625              0
     17027078              17027078         COLUMBUS                                         OH                      43211         Single Family                                                 8.625                 0.625              0
     17027079              17027079         THE PLAINS                                       OH                      45780         Single Family                                                  7.25                 0.625              0
     17027080              17027080         DUBLIN                                           OH                      43016         Single Family                                                 6.875                 0.625              0
     17027081              17027081         GRAND LEDGE                                      MI                      48837         2-4 Family                                                        7                 0.625              0
     17027083              17027083         MIAMISBURG                                       OH                      45342         Single Family                                                  7.25                 0.625              0
     17027084              17027084         FORT WAYNE                                       IN                      46809         Single Family                                                 8.625                 0.625              0
     17027085              17027085         DELAWARE                                         OH                      43015         Single Family                                                     9                 0.625              0
     17027087              17027087         SPRINGFIELD                                      MO                      65807         Single Family                                                 6.875                 0.625              0
     17027088              17027088         WARREN                                           MI                      48092         Condominium                                                    8.25                 0.625              0
     17027089              17027089         DEARBORN                                         MI                      48126         Single Family                                                  7.25                 0.625              0
     17026995              17026995         TAMPA                                            FL                      33605         Single Family                                                     9                 0.625              0
     17026996              17026996         GRAND RAPIDS                                     MI                      49507         Single Family                                                   6.5                 0.625              0
     17026997              17026997         BROOKVILLE                                       IN                      47012         Single Family                                                     8                 0.625              0
     17026998              17026998         PHILADELPHIA                                     PA                      19150         Single Family                                                     7                 0.625              0
     17026999              17026999         HICKORY                                          NC                      28601         2-4 Family                                                      6.5                 0.625              0
     17027000              17027000         MASON                                            OH                      45040         Condominium                                                   8.625                 0.625              0
     17027001              17027001         TRENTON                                          OH                      45067         Single Family                                                   6.5                 0.625              0
     17027002              17027002         GREENVILLE                                       OH                      45331         Single Family                                                 6.625                 0.625              0
     17027003              17027003         CINCINNATI                                       OH                      45233         Single Family                                                 8.625                 0.625              0
     17027004              17027004         GLADWIN                                          MI                      48624         Single Family                                                  6.75                 0.625              0
     17027005              17027005         JERSEY SHORE                                     PA                      17740         2-4 Family                                                    6.875                 0.625              0
     17027006              17027006         BOWLING GREEN                                    OH                      43402         Single Family                                                     7                 0.625              0
     17027007              17027007         LIMA                                             OH                      45801         Single Family                                                 8.625                 0.625              0
     17027008              17027008         TRAVERSE CITY                                    MI                      49684         Single Family                                                  7.75                 0.625              0
     17027009              17027009         MILFORD                                          OH                      45150         Single Family                                                   6.5                 0.625              0
     17027010              17027010         GARFIELD HEIGHTS                                 OH                      44105         Single Family                                                   7.5                 0.625              0
     17027011              17027011         CLEVELAND                                        GA                      30528         Single Family                                                 8.125                 0.625              0
     17027012              17027012         CLEVELAND                                        OH                      44108         2-4 Family                                                      7.5                 0.625              0
     17027013              17027013         ORLANDO                                          FL                      32819         Condominium                                                     7.5                 0.625              0
     17027014              17027014         SHELBYVILLE                                      IN                      46176         2-4 Family                                                     6.75                 0.625              0
     17027015              17027015         GREEN COVE SPRINGS                               FL                      32043         Single Family                                                  6.25                 0.625              0
     17027016              17027016         MILWAUKEE                                        WI                      53223         Single Family                                                  6.75                 0.625              0
     17027018              17027018         HAMILTON                                         IN                      46742         Single Family                                                 6.875                 0.625              0
     17027019              17027019         WILSON                                           NC                      27896         Single Family                                                 7.625                 0.625              0
     17027020              17027020         WEST PALM BEACH                                  FL                      33406         Single Family                                                 6.625                 0.625              0
     17027021              17027021         HOWELL                                           MI                      48843         Single Family                                                  7.75                 0.625              0
     17027022              17027022         DEWITT                                           MI                      48820         Single Family                                                  6.75                 0.625              0
     17027024              17027024         HUNTINGTON                                       IN                      46750         Single Family                                                 6.375                 0.625              0
     17027025              17027025         OREGON                                           OH                      43616         Single Family                                                 6.875                 0.625              0
     17027026              17027026         ROSELLE                                          IL                      60172         Condominium                                                     6.5                 0.625              0
     17027027              17027027         INDIANAPOLIS                                     IN                      46237         Condominium                                                    7.25                 0.625              0
     17027028              17027028         MASON                                            OH                      45040         Single Family                                                   6.5                 0.625              0
     17027029              17027029         INTERLOCHEN                                      MI                      49643         Single Family                                                  6.75                 0.625              0
     17027030              17027030         NOVI                                             MI                      48377         Single Family                                                     8                 0.625              0
     17027031              17027031         COLUMBUS                                         OH                      43213         2-4 Family                                                    8.625                 0.625              0
     17027032              17027032         SWARTZ CREEK                                     MI                      48473         Single Family                                                 6.875                 0.625              0
     17027033              17027033         REDFORD                                          MI                      48239         Single Family                                                  6.75                 0.625              0
     17027034              17027034         RIVER ROUGE                                      MI                      48218         Single Family                                                 8.625                 0.625              0
     17027035              17027035         SPRING HILL                                      TN                      37174         Single Family                                                     6                 0.625              0
     17027036              17027036         NASHVILLE                                        TN                      37204         Single Family                                                 6.375                 0.625              0
     17027037              17027037         CINCINNATI                                       OH                      45240         PUD                                                           6.875                 0.625              0
     17027038              17027038         MIDDLETOWN                                       OH                      45044         Single Family                                                 8.125                 0.625              0
     17027039              17027039         GREENVILLE                                       MI                      48838         Single Family                                                  7.25                 0.625              0
     17027041              17027041         LANSING                                          MI                      48917         Single Family                                                  7.25                 0.625              0
     17027042              17027042         PORT ST LUCIE                                    FL                      34983         Single Family                                                  6.75                 0.625              0
     17027043              17027043         POMPANO BEACH                                    FL                      33060         Single Family                                                   6.5                 0.625              0
     17027044              17027044         ORLANDO                                          FL                      32828         PUD                                                           7.125                 0.625              0
     17027047              17027047         CHICAGO                                          IL                      60622         2-4 Family                                                    6.625                 0.625              0
     17027048              17027048         NAPLES                                           FL                      34109         Condominium                                                   8.375                 0.625              0
     17027049              17027049         MORRISVILLE                                      NC                      27560         Single Family                                                   6.5                 0.625              0
     17027050              17027050         ANDERSON                                         SC                      29621         Single Family                                                   6.5                 0.625              0
     17027051              17027051         WAYNESVILLE                                      OH                      45068         Single Family                                                   6.5                 0.625              0
     17027052              17027052         GREER                                            SC                      29650         Condominium                                                     6.5                 0.625              0
     17027053              17027053         SAINT CLOUD                                      MN                      56303         Single Family                                                   6.5                 0.625              0
     17027054              17027054         CINCINNATI                                       OH                      45213         2-4 Family                                                    6.625                 0.625              0
     17026980              17026980         CHICAGO                                          IL                      60647         2-4 Family                                                     6.75                 0.625              0
     17026981              17026981         KETTERING                                        OH                      45420         Single Family                                                  6.75                 0.625              0
     17026982              17026982         CLEVELAND                                        OH                      44109         2-4 Family                                                        7                 0.625              0
     17026983              17026983         DES PLAINES                                      IL                      60016         2-4 Family                                                        7                 0.625              0
     17026984              17026984         SHOREWOOD                                        IL                      60435         PUD                                                             8.5                 0.625              0
     17026987              17026987         CINCINNATI                                       OH                      45212         2-4 Family                                                    6.875                 0.625              0
     17026988              17026988         MYRTLE BEACH                                     SC                      29588         Single Family                                                 7.375                 0.625              0
     17026990              17026990         DOWNERS GROVE                                    IL                      60515         Single Family                                                  7.25                 0.625              0
     17026991              17026991         OBERLIN                                          OH                      44074         Single Family                                                  6.75                 0.625              0
     17026992              17026992         ZIONSVILLE                                       IN                      46077         Single Family                                                 6.375                 0.625              0
     17026994              17026994         KEY WEST                                         FL                      33040         Single Family                                                  7.25                 0.625              0
     17026958              17026958         CLEVELAND                                        OH                      44109         Single Family                                                  7.25                 0.625              0
     17026959              17026959         CHARLEVOIX                                       MI                      49720         Single Family                                                 7.125                 0.625              0
     17026960              17026960         INDEPENDENCE                                     KY                      41051         Single Family                                                 6.875                 0.625              0
     17026961              17026961         LANCASTER                                        OH                      43130         2-4 Family                                                      8.5                 0.625              0
     17026962              17026962         CHICAGO                                          IL                      60610         Hi-Rise Condo                                                   6.5                 0.625              0
     17026963              17026963         CINCINNATI                                       OH                      45212         2-4 Family                                                    6.625                 0.625              0
     17026965              17026965         CINCINNATI                                       OH                      45212         2-4 Family                                                    6.625                 0.625              0
     17026967              17026967         TEMPLE HILLS                                     MD                      20748         PUD                                                            6.75                 0.625              0
     17026969              17026969         FOWLERVILLE                                      MI                      48836         Single Family                                                   6.5                 0.625              0
     17026970              17026970         NAPLES                                           FL                      34120         Single Family                                                  6.25                 0.625              0
     17026971              17026971         DEARBORN                                         MI                      48126         Single Family                                                     8                 0.625              0
     17026972              17026972         FAIRFIELD                                        OH                      45014         Single Family                                                 6.875                 0.625              0
     17026974              17026974         HERMITAGE                                        TN                      37076         Single Family                                                 6.625                 0.625              0
     17026975              17026975         CAPE CORAL                                       FL                      33914         Single Family                                                  6.75                 0.625              0
     17026976              17026976         IRONDEQUOIT                                      NY                      14617         2-4 Family                                                        7                 0.625              0
     17026977              17026977         TRENTON                                          OH                      45067         Single Family                                                   7.5                 0.625              0
     17027073              17027073         CICERO                                           IL                      60804         2-4 Family                                                    6.625                 0.625              0
     17026953              17026953         CLAYTON                                          MO                      63105         Condominium                                                   7.625                 0.625              0
     17026954              17026954         FORT MYERS BEACH                                 FL                      33931         Hi-Rise Condo                                                 8.625                 0.625              0
     17026955              17026955         PENFIELD                                         NY                      14526         Single Family                                                   7.5                 0.625              0
     17026957              17026957         NAPLES                                           FL                      34114         Single Family                                                 6.375                 0.625              0
     17026943              17026943         CAPE GIRARDEAU                                   MO                      63703         Single Family                                                   7.5                 0.625              0
     17026944              17026944         SAINT CLOUD                                      FL                      34769         PUD                                                            6.75                 0.625              0
     17026945              17026945         MYRTLE BEACH                                     SC                      29577         Condominium                                                   6.875                 0.625              0
     17026946              17026946         GRAND RAPIDS                                     MI                      49548         Single Family                                                  7.25                 0.625              0
     17026949              17026949         CHICAGO                                          IL                      60625         2-4 Family                                                    6.125                 0.625              0
     17026950              17026950         WAUSEON                                          OH                      43567         Single Family                                                   7.5                 0.625              0
     17026951              17026951         BURLINGTON                                       KY                      41005         Single Family                                                   6.5                 0.625              0
     17026952              17026952         FAIRBORN                                         OH                      45324         Single Family                                                  8.75                 0.625              0
     17026937              17026937         PITTSBURGH                                       PA                      15210         2-4 Family                                                     7.25                 0.625              0
     17026938              17026938         RICHMOND                                         MI                      48062         Single Family                                                 6.375                 0.625              0
     17026939              17026939         TARPON SPRINGS                                   FL                      34688         Single Family                                                   6.5                 0.625              0
     17026940              17026940         MARGATE                                          FL                      33063         Single Family                                                   6.5                 0.625              0
     17026942              17026942         INDIANAPOLIS                                     IN                      46205         2-4 Family                                                     7.75                 0.625              0
     16777031              16777031         BOSSIER CITY                                     LA                      71111         Single Family                                                 7.125                  0.25           0.48
     16775184              16775184         SHADLE GARLAND                                   WA                      99205         Single Family                                                 7.375                  0.25              0
     16775243              16775243         BRYAN                                            TX                      77801         2-4 Family                                                     8.25                  0.25              0
     16775258              16775258         BRYAN                                            TX                      77801         2-4 Family                                                     8.25                  0.25              0
     16775268              16775268         BRYAN                                            TX                      77801         2-4 Family                                                     8.25                  0.25              0
     16775061              16775061         LAKELAND                                         FL                      33813         PUD                                                             7.5                  0.25              0
     16765336              16765336         Riverside                                        CA                      92501         Single Family                                                 6.875                  0.25           0.86
     16768042              16768042         SEVIERVILLE                                      TN                      37876         Single Family                                                  8.75                  0.25           0.63
     16765640              16765640         Fontana                                          CA                      92335         Condominium                                                   7.875                  0.25           0.53
     16358165              16358165         JONESBORO                                        GA                      30238         PUD                                                               8                  0.25              0
     17026964              17026964         TRAVERSE CITY                                    MI                      49684         Single Family                                                  7.25                 0.625              0
     17027045              17027045         DUBLIN                                           OH                      43017         PUD                                                               7                 0.625              0
     16990926              16990926         Chicago                                          IL                      60638         Single Family                                                  7.25                  0.25              0
     16844741              16844741         AUSTIN                                           TX                      78741         Single Family                                                  7.75                  0.25           1.18
     17026647              17026647         CHICAGO                                          IL                      60639         2-4 Family                                                     6.75                 0.625              0
     17026809              17026809         FORT WAYNE                                       IN                      46814         Single Family                                                 7.875                 0.625              0
     17027069              17027069         LEHIGH ACRES                                     FL                      33971         Single Family                                                  6.75                 0.625              0
     17027086              17027086         AIKEN                                            SC                      29803         Single Family                                                 6.625                 0.625              0
     17026903              17026903         HICKORY CORNERS                                  MI                      49060         Single Family                                                 6.875                 0.625              0
     17026749              17026749         LEBANON                                          OH                      45036         2-4 Family                                                    6.875                 0.625              0
     17026912              17026912         PADUCAH                                          KY                      42001         Single Family                                                   8.5                 0.625              0
     17026765              17026765         COLUMBIANA                                       OH                      44408         Single Family                                                 8.125                 0.625              0
     17026947              17026947         WINDERMERE                                       FL                      34786         Single Family                                                   7.5                 0.625              0
     16844523              16844523         Houston                                          TX                      77076         Single Family                                                     8                  0.25            0.9
     16844528              16844528         RACINE                                           WI                      53405         Single Family                                                10.875                  0.25           1.12
     16844487              16844487         Killeen                                          TX                      76543         Single Family                                                   7.5                  0.25              0
     16844448              16844448         Los Angeles                                      CA                      90005         Single Family                                                     7                  0.25              0
     16840322              16840322         San Jose                                         CA                      95126         PUD                                                             6.5                  0.25              0
     16844282              16844282         Fresno                                           CA                      93702         Single Family                                                     7                  0.25              0
     16844291              16844291         DENTON                                           TX                      76201         Single Family                                                     8                  0.25           0.81
     16840236              16840236         Ogdensburg                                       NJ                       7439         Single Family                                                 7.875                  0.25              0
     16840231              16840231         Chicago                                          IL                      60619         Single Family                                                 7.375                  0.25           0.92
     17013166              17013166         ORLAND PARK                                      IL                      60462         Single Family                                                 6.625                  0.25              0
     17013168              17013168         HANOVER PARK                                     IL                      60133         Single Family                                                     7                  0.25              0
     17013169              17013169         SUGAR GROVE                                      IL                      60554         Single Family                                                 6.875                  0.25              0
     16990927              16990927         Palos Heights                                    IL                      60463         Single Family                                                   6.5                  0.25              0
     16840038              16840038         MINT HILL                                        NC                      28227         Single Family                                                 7.375                  0.25           0.65
     16839959              16839959         NORFOLK                                          VA                      23508         Single Family                                                   7.5                  0.25              0
     16839703              16839703         BALTIMORE                                        MD                      21206         2-4 Family                                                    8.375                  0.25              0
     16839775              16839775         LAS VEGAS                                        NV                      89110         Single Family                                                  6.75                  0.25              0
     16839837              16839837         W MIDDLESEX                                      PA                      16159         Single Family                                                 7.125                  0.25              0
     16839685              16839685         COOLIDGE                                         AZ                      85228         Single Family                                                 8.125                  0.25           0.84
     16839698              16839698         Medford                                          OR                      97501         Single Family                                                   7.5                  0.25           1.11
     17011481              17011481         TAMPA                                            FL                      33511         Single Family                                                 7.625                  0.25              0
     17011485              17011485         TOMS RIVER                                       NJ                       8755         Single Family                                                 8.375                  0.25              0
     17011488              17011488         DAVIE                                            FL                      33324         Condominium                                                   7.625                  0.25              0
     17011490              17011490         SAINT PETERSBURG                                 FL                      33710         Single Family                                                  8.75                  0.25              0
     17011495              17011495         FOREST PARK                                      GA                      30297         Single Family                                                 8.375                  0.25              0
     17011497              17011497         RIDGEWOOD                                        NY                      11385         2-4 Family                                                      8.5                  0.25              0
     17011501              17011501         SHIPPENSBURG                                     PA                      17257         Single Family                                                   9.5                  0.25              0
     17011502              17011502         BALTIMORE                                        MD                      21229         Single Family                                                  8.25                  0.25              0
     17011503              17011503         WEST PARK                                        FL                      33023         Single Family                                                  7.75                  0.25              0
     17011504              17011504         MARIETTA                                         GA                      30062         2-4 Family                                                    8.875                  0.25              0
     17011505              17011505         MARIETTA                                         GA                      30062         2-4 Family                                                    8.875                  0.25              0
     17011506              17011506         ORLANDO                                          FL                      32809         Single Family                                                  7.25                  0.25              0
     17011507              17011507         NEW HAVEN                                        CT                       6519         2-4 Family                                                        7                  0.25              0
     16987886              16987886         MICHIGAN CITY                                    IN                      46360         Single Family                                                 9.375                  0.25              0
     16987887              16987887         GREENWICH                                        CT                       6830         Condominium                                                   6.875                  0.25              0
     16987890              16987890         TACOMA                                           WA                      98444         Single Family                                                 7.375                  0.25              0
     16987892              16987892         FAYETTEVILLE                                     NC                      28301         Single Family                                                 9.125                  0.25              0
     16987893              16987893         FRESNO                                           CA                      93706         Single Family                                                 7.375                  0.25              0
     16987894              16987894         SAN ANTONIO                                      TX                      78253         PUD                                                            7.75                  0.25              0
     16987896              16987896         PALMDALE                                         CA                      93350         Single Family                                                   6.5                  0.25              0
     16987897              16987897         NORWALK                                          CA                      90650         Single Family                                                 6.875                  0.25              0
     16987898              16987898         DALLAS                                           TX                      75233         Single Family                                                 7.625                  0.25              0
     16987899              16987899         LOS ANGELES                                      CA                      90731         2-4 Family                                                    8.125                  0.25              0
     16987900              16987900         COMPTON                                          CA                      90221         2-4 Family                                                     7.25                  0.25              0
     16987901              16987901         DENVER                                           CO                      80216         Single Family                                                 7.125                  0.25              0
     16987903              16987903         CLARKSVILLE                                      IN                      47129         Single Family                                                  7.25                  0.25              0
     16987904              16987904         AUSTIN                                           TX                      78702         Single Family                                                 8.125                  0.25              0
     16987905              16987905         TACOMA                                           WA                      98408         Single Family                                                 7.375                  0.25              0
     16987906              16987906         TACOMA                                           WA                      98404         Single Family                                                 7.375                  0.25              0
     16987907              16987907         AURORA                                           CO                      80010         Single Family                                                 7.375                  0.25              0
     16987909              16987909         DENVER                                           CO                      80216         Single Family                                                 6.875                  0.25              0
     16987911              16987911         BALTIMORE                                        MD                      21215         Single Family                                                  7.75                  0.25              0
     16964127              16964127         HAMPSHIRE                                        IL                      60140         Single Family                                                  7.25                  0.25              0
     16964128              16964128         NORRIDGE                                         IL                      60706         2-4 Family                                                        7                  0.25              0
     16964130              16964130         NOTTINGHAM                                       MD                      21236         Single Family                                                 7.375                  0.25              0
     16964131              16964131         CHICAGO                                          IL                      60616         2-4 Family                                                        7                  0.25              0
     16964132              16964132         COVINGTON                                        GA                      30014         Single Family                                                 6.875                  0.25              0
     16964133              16964133         ATLANTA                                          GA                      30317         Single Family                                                  7.25                  0.25              0
     16964134              16964134         ATLANTA                                          GA                      30305         Single Family                                                 7.625                  0.25              0
     16964135              16964135         OCALA                                            FL                      34472         PUD                                                           7.125                  0.25              0
     16964136              16964136         EAST DUBLIN                                      GA                      31027         Single Family                                                  7.75                  0.25              0
     16964138              16964138         LOS ANGELES                                      CA                      90042         Single Family                                                 8.125                  0.25              0
     16964139              16964139         TEMECULA                                         CA                      92592         PUD                                                             7.5                  0.25              0
     16964140              16964140         TWENTYNINE PALMS                                 CA                      92277         Single Family                                                  7.25                  0.25              0
     16964141              16964141         DENVER                                           CO                      80219         Single Family                                                     7                  0.25              0
     16964143              16964143         VICTORVILLE                                      CA                      92392         PUD                                                           6.875                  0.25              0
     16964144              16964144         FONTANA                                          CA                      92337         Single Family                                                  6.99                  0.25              0
     16964145              16964145         FONTANA                                          CA                      92335         PUD                                                           7.125                  0.25              0
     16964146              16964146         AUBURN                                           WA                      98001         Single Family                                                  7.25                  0.25              0
     16964148              16964148         GLENDORA                                         CA                      91740         Condominium                                                   7.125                  0.25              0
     16964149              16964149         FRANKLIN                                         MA                       2038         Single Family                                                  6.99                  0.25              0
     16964150              16964150         PINSON                                           AL                      35126         Single Family                                                  7.25                  0.25              0
     16964152              16964152         HEMET                                            CA                      92544         Single Family                                                 7.125                  0.25              0
     16964153              16964153         OXNARD                                           CA                      93035         PUD                                                            6.99                  0.25              0
     16964155              16964155         STAMFORD                                         CT                       6902         2-4 Family                                                    6.875                  0.25              0
     16964157              16964157         TULARE                                           CA                      93274         Single Family                                                 6.875                  0.25              0
     16964159              16964159         DESERT HOT SPRINGS                               CA                      92240         Single Family                                                   6.5                  0.25              0
     16964160              16964160         HAYWARD                                          CA                      94544         Condominium                                                   7.625                  0.25              0
     16964161              16964161         MODESTO                                          CA                      95355         Single Family                                                   7.5                  0.25              0
     16964163              16964163         GRANTS PASS                                      OR                      97527         Single Family                                                     7                  0.25              0
     16964164              16964164         UNINCORPORATED AREA OF AL                        CA                      91901         PUD                                                            7.25                  0.25              0
     16964165              16964165         MORENO VALLEY                                    CA                      92553         Single Family                                                     7                  0.25              0
     16964167              16964167         MORRISTOWN                                       AZ                      85342         PUD                                                           7.125                  0.25              0
     16964170              16964170         HARMONY                                          FL                      34769         Condominium                                                   5.875                  0.25              0
     16964172              16964172         WESTBURY                                         NY                      11590         Single Family                                                   7.5                  0.25              0
     16964173              16964173         DOVER                                            PA                      17315         Single Family                                                 7.875                  0.25              0
     16964175              16964175         FIRESTONE                                        CO                      80504         Single Family                                                  6.75                  0.25              0
     16964178              16964178         WASHINGTONVILLE                                  NY                      10992         PUD                                                           7.125                  0.25              0
     16964179              16964179         NEWARK                                           NJ                       7104         2-4 Family                                                     6.75                  0.25              0
     16964180              16964180         TILTON                                           MA                       3276         Condominium                                                   8.375                  0.25              0
     16964181              16964181         PLYMOUTH                                         MA                       2360         Single Family                                                  7.25                  0.25              0
     16964182              16964182         BRIDGETON                                        NJ                       8302         Single Family                                                   8.5                  0.25              0
     16964183              16964183         HILLSBOROUGH                                     NJ                       8844         Single Family                                                  7.75                  0.25              0
     16964185              16964185         NAPLES                                           FL                      34108         Condominium                                                   7.625                  0.25              0
     16964186              16964186         CORONA                                           NY                      11368         2-4 Family                                                     7.25                  0.25              0
     16964187              16964187         SEATTLE                                          WA                      98103         Single Family                                                 7.625                  0.25              0
     16964188              16964188         HIGHLAND                                         UT                      84003         Single Family                                                   8.5                  0.25              0
     16964189              16964189         NEW HYDE PARK                                    NY                      11040         Single Family                                                 6.375                  0.25              0
     16964190              16964190         MILLSBORO                                        DE                      19966         PUD                                                             7.5                  0.25              0
     16964197              16964197         TEWKSBURY                                        MA                       1876         Single Family                                                 6.875                  0.25              0
     16964201              16964201         PFLUGERVILLE                                     TX                      78660         Single Family                                                  7.25                  0.25              0
     16964202              16964202         ELLENTON                                         FL                      34222         Condominium                                                   7.375                  0.25              0
     16964206              16964206         CHELSEA                                          MA                       2150         2-4 Family                                                    6.375                  0.25              0
     16964217              16964217         KANNAPOLIS                                       NC                      28083         Single Family                                                 6.875                  0.25              0
     16964220              16964220         CHARLOTTE                                        NC                      28207         Single Family                                                  8.25                  0.25              0
     16964222              16964222         POINT PLEASANT BEACH                             NJ                       8742         Single Family                                                  7.75                  0.25              0
     16964223              16964223         INDIANAPOLIS                                     IN                      46219         Single Family                                                 8.625                  0.25              0
     16964227              16964227         CHULA VISTA                                      CA                      91913         PUD                                                            7.25                  0.25              0
     16964228              16964228         RENO                                             NV                      89512         PUD                                                           7.375                  0.25              0
     16964229              16964229         SAN DIEGO                                        CA                      92127         Condominium                                                    6.75                  0.25              0
     16964230              16964230         BAKERSFIELD                                      CA                      93311         Single Family                                                   6.5                  0.25              0
     16964231              16964231         LIVERMORE                                        CA                      94551         Single Family                                                 7.875                  0.25              0
     16964233              16964233         COLUMBIA                                         MD                      21045         Condominium                                                   7.625                  0.25              0
     16964234              16964234         QUEEN CREEK                                      AZ                      85243         PUD                                                            8.25                  0.25              0
     16964235              16964235         STOCKTON                                         CA                      95219         PUD                                                            7.25                  0.25              0
     16964236              16964236         RANCHO CORDOVA                                   CA                      95742         PUD                                                               7                  0.25              0
     16964238              16964238         ORLANDO                                          FL                      32824         PUD                                                           6.875                  0.25              0
     16964239              16964239         LAS VEGAS                                        NV                      89156         Single Family                                                  7.75                  0.25              0
     16964240              16964240         VICTORVILLE                                      CA                      92394         PUD                                                             6.5                  0.25              0
     16964241              16964241         HOLLISTER                                        CA                      95023         Single Family                                                 6.875                  0.25              0
     16964242              16964242         BAKERSFIELD                                      CA                      93311         PUD                                                            7.25                  0.25              0
     16964243              16964243         CAMPOBELLO                                       SC                      29322         Single Family                                                  7.25                  0.25              0
     16964245              16964245         WYANDANCH                                        NY                      11798         Single Family                                                     8                  0.25              0
     16964247              16964247         BAKERSFIELD                                      CA                      93312         Single Family                                                  7.25                  0.25              0
     16964248              16964248         MARICOPA                                         AZ                      85239         PUD                                                           6.625                  0.25              0
     16964249              16964249         INDIO                                            CA                      92203         PUD                                                             6.5                  0.25              0
     16964250              16964250         RENO                                             NV                      89509         Single Family                                                  7.75                  0.25              0
     16964253              16964253         ROSEDALE                                         NY                      11422         Condominium                                                       7                  0.25              0
     16964254              16964254         WHITTIER                                         CA                      90605         Single Family                                                 6.875                  0.25              0
     16964256              16964256         PHOENIX                                          AZ                      85085         Single Family                                                 7.125                  0.25              0
     16964258              16964258         MOUNT DORA                                       FL                      32757         PUD                                                             6.5                  0.25              0
     16964263              16964263         GROVELAND                                        FL                      34736         PUD                                                           7.125                  0.25              0
     16964264              16964264         BALDWIN PARK                                     CA                      91706         Single Family                                                 6.125                  0.25              0
     16964265              16964265         WALNUT                                           CA                      91789         Single Family                                                   6.5                  0.25              0
     16964076              16964076         JACKSONVILLE                                     FL                      32244         Single Family                                                 8.625                  0.25              0
     16964079              16964079         CORONA                                           NY                      11368         2-4 Family                                                      7.5                  0.25              0
     16964081              16964081         LINDEN                                           NJ                       7036         Single Family                                                 6.875                  0.25              0
     16964083              16964083         PATERSON                                         NJ                       7522         2-4 Family                                                     6.75                  0.25              0
     16964084              16964084         ROSEDALE                                         NY                      11422         2-4 Family                                                     7.25                  0.25              0
     16964085              16964085         HEMPSTEAD                                        NY                      11550         Single Family                                                  7.25                  0.25              0
     16964086              16964086         BRONX                                            NY                      10461         Single Family                                                  6.75                  0.25              0
     16964088              16964088         PATTERSON                                        CA                      95363         Single Family                                                     7                  0.25              0
     16964089              16964089         SELDEN                                           NY                      11784         Single Family                                                  6.75                  0.25              0
     16964093              16964093         DES MOINES                                       IA                      50315         Single Family                                                 6.875                  0.25              0
     16964098              16964098         STAMFORD                                         CT                       6902         Condominium                                                    6.75                  0.25              0
     16964099              16964099         OLD LYME                                         CT                       6371         Single Family                                                 7.375                  0.25              0
     16964100              16964100         POMFRET CENTER                                   CT                       6259         Single Family                                                 7.125                  0.25              0
     16964101              16964101         WAYNE                                            NJ                       7470         Single Family                                                 6.875                  0.25              0
     16964102              16964102         HACKENSACK                                       NJ                       7601         Condominium                                                    7.25                  0.25              0
     16964105              16964105         STANHOPE                                         NJ                       7874         Condominium                                                   7.125                  0.25              0
     16964108              16964108         FALMOUTH                                         ME                       4105         Single Family                                                   6.5                  0.25              0
     16964109              16964109         FORT LAUDERDALE                                  FL                      33311         Single Family                                                 6.875                  0.25              0
     16964110              16964110         BARTOW                                           FL                      33830         Single Family                                                 6.625                  0.25              0
     16964113              16964113         ZELIENOPLE                                       PA                      16063         Single Family                                                 6.875                  0.25              0
     16964114              16964114         OAKLAND PARK                                     FL                      33334         Condominium                                                   7.375                  0.25              0
     16964115              16964115         DISTRICT HEIGHTS                                 MD                      20747         Condominium                                                   6.625                  0.25              0
     16964116              16964116         PLANTATION                                       FL                      33324         Condominium                                                    7.25                  0.25              0
     16964117              16964117         DAVIE                                            FL                      33314         Single Family                                                  7.25                  0.25              0
     16964119              16964119         ORLANDO                                          FL                      32839         Single Family                                                 7.625                  0.25              0
     16964121              16964121         PORT SAINT LUCIE                                 FL                      34953         Single Family                                                  7.75                  0.25              0
     16964122              16964122         SHORT HILLS                                      NJ                       7078         Single Family                                                 6.875                  0.25              0
     16848435              16848435         SALT LAKE CITY                                   UT                      84103         Single Family                                                 6.375                  0.25              0
     16848436              16848436         CLEVELAND                                        MO                      64734         Single Family                                                  6.75                  0.25              0
     16848437              16848437         MT VERNON                                        NY                      10552         CO-OP                                                         6.875                  0.25              0
     16848438              16848438         HOWARD BEACH                                     NY                      11414         CO-OP                                                             7                  0.25              0
     16848439              16848439         WEST ISLIP                                       NY                      11795         Single Family                                                  6.75                  0.25              0
     16848441              16848441         JAMAICA                                          NY                      11418         CO-OP                                                          7.75                  0.25              0
     16848443              16848443         MOUNT VERNON                                     NY                      10552         2-4 Family                                                    7.625                  0.25              0
     16848444              16848444         GAITHERSBURG                                     MD                      20882         Single Family                                                 7.375                  0.25              0
     16848445              16848445         STATEN ISLAND                                    NY                      10305         CO-OP                                                         7.375                  0.25              0
     16848446              16848446         BROOKLYN                                         NY                      11229         CO-OP                                                         6.875                  0.25              0
     16848447              16848447         DALLAS                                           TX                      75244         Single Family                                                 6.875                  0.25              0
     16848449              16848449         SEQUIM                                           WA                      98382         Single Family                                                 7.375                  0.25              0
     16848450              16848450         CRANSTON                                         RI                       2910         2-4 Family                                                    7.625                  0.25              0
     16848451              16848451         FRIENDSWOOD                                      TX                      77546         PUD                                                            7.25                  0.25              0
     16848452              16848452         POUGHKEEPSIE                                     NY                      12603         Single Family                                                 7.125                  0.25              0
     16848453              16848453         OREGON                                           OH                      43616         Single Family                                                 7.125                  0.25              0
     16848454              16848454         HIGHLAND PARK                                    IL                      60035         Condominium                                                   7.375                  0.25              0
     16848455              16848455         BEACH PARK                                       IL                      60087         Single Family                                                 7.375                  0.25              0
     16848456              16848456         WOODHAVEN                                        NY                      11421         2-4 Family                                                    7.125                  0.25              0
     16848457              16848457         BRONX                                            NY                      10462         Single Family                                                 6.875                  0.25              0
     16848459              16848459         SCOTIA                                           NY                      12302         2-4 Family                                                    6.875                  0.25              0
     16848460              16848460         PASSAIC                                          NJ                       7055         2-4 Family                                                     7.25                  0.25              0
     16848463              16848463         VALLEJO                                          CA                      94591         Single Family                                                     7                  0.25              0
     16848464              16848464         WEST HILLS                                       CA                      91304         Single Family                                                  7.25                  0.25              0
     16848465              16848465         FRESNO                                           CA                      93727         Single Family                                                  6.75                  0.25              0
     16848466              16848466         MIDDLETOWN                                       VA                      22645         Single Family                                                  6.75                  0.25              0
     16848467              16848467         PORTLAND                                         OR                      97225         Single Family                                                 6.875                  0.25              0
     16848468              16848468         CYPRESS                                          TX                      77429         Single Family                                                 7.375                  0.25              0
     16848470              16848470         FORT WASHINGTON                                  MD                      20744         PUD                                                             6.5                  0.25              0
     16848471              16848471         MOUNT VERNON                                     NY                      10550         2-4 Family                                                        7                  0.25              0
     16848472              16848472         PLAINVIEW                                        NY                      11803         Single Family                                                     7                  0.25              0
     16848473              16848473         BALLWIN                                          MO                      63011         Single Family                                                  7.25                  0.25              0
     16848474              16848474         CAMBRIDGE                                        MA                       2140         2-4 Family                                                    7.125                  0.25              0
     16848475              16848475         ROSEDALE                                         NY                      11422         2-4 Family                                                    6.875                  0.25              0
     16848476              16848476         HALSEY                                           OR                      97348         Single Family                                                  7.25                  0.25              0
     16848477              16848477         SAN ANTONIO                                      TX                      78258         PUD                                                            7.25                  0.25              0
     16848478              16848478         OZONE PARK                                       NY                      11417         2-4 Family                                                     7.25                  0.25              0
     16848479              16848479         LYNDHURST                                        NJ                       7071         2-4 Family                                                    7.375                  0.25              0
     16848480              16848480         SEAFORD                                          DE                      19973         PUD                                                            7.25                  0.25              0
     16848481              16848481         MARION                                           OH                      43302         Single Family                                                 7.375                  0.25              0
     16848482              16848482         BOCA RATON                                       FL                      33498         PUD                                                            6.75                  0.25              0
     16848483              16848483         PASSAIC                                          NJ                       7055         2-4 Family                                                    7.375                  0.25              0
     16848485              16848485         SAN ANTONIO                                      TX                      78260         PUD                                                               7                  0.25              0
     16848488              16848488         MAGNA                                            UT                      84044         Single Family                                                  7.25                  0.25              0
     16848490              16848490         WEST BLOOMFIELD                                  MI                      48323         Single Family                                                 6.875                  0.25              0
     16848491              16848491         BALL GROUND                                      GA                      30107         Single Family                                                     7                  0.25              0
     16848492              16848492         PUTNAM VALLEY                                    NY                      10579         Single Family                                                 6.875                  0.25              0
     16848493              16848493         EAST ORANGE                                      NJ                       7107         2-4 Family                                                      7.5                  0.25              0
     16848494              16848494         ALPINE                                           UT                      84004         Single Family                                                   6.5                  0.25              0
     16848495              16848495         BROOKLYN                                         NY                      11222         2-4 Family                                                     6.75                  0.25              0
     16848496              16848496         BROOKLYN                                         NY                      11234         2-4 Family                                                    6.625                  0.25              0
     16848498              16848498         VERNON                                           NJ                       7462         Single Family                                                     7                  0.25              0
     16848501              16848501         LA CENTER                                        WA                      98629         Single Family                                                 6.875                  0.25              0
     16848502              16848502         TUCKER                                           GA                      30084         Single Family                                                     8                  0.25              0
     16848503              16848503         SAN ANTONIO                                      TX                      78223         PUD                                                            6.75                  0.25              0
     16848504              16848504         KUNA                                             ID                      83634         PUD                                                           6.625                  0.25              0
     16848505              16848505         MIAMI SPRING                                     FL                      33166         Single Family                                                 6.875                  0.25              0
     16848506              16848506         STOCKBRIDGE                                      GA                      30281         Single Family                                                  7.25                  0.25              0
     16848507              16848507         PALM COAST                                       FL                      32137         Single Family                                                 6.625                  0.25              0
     16848508              16848508         BAYONNE                                          NJ                       7002         2-4 Family                                                    7.375                  0.25              0
     16848509              16848509         JAMAICA                                          NY                      11432         2-4 Family                                                        7                  0.25              0
     16848510              16848510         BOYLSTON                                         MA                       1505         Condominium                                                   7.125                  0.25              0
     16848512              16848512         EASTLAKE                                         OH                      44095         Single Family                                                 7.875                  0.25              0
     16848513              16848513         WILLOUGHBY                                       OH                      44094         Single Family                                                 7.375                  0.25              0
     16848515              16848515         MANASQUAN                                        NJ                       8736         Single Family                                                     7                  0.25              0
     16848516              16848516         MOUNTAIN HOME                                    ID                      83647         Single Family                                                     6                  0.25              0
     16848517              16848517         WHITEMARSH                                       PA                      19428         Single Family                                                  6.75                  0.25              0
     16848518              16848518         WHITE PLAINS                                     NY                      10606         Single Family                                                  7.25                  0.25              0
     16848519              16848519         BIG SKY                                          MT                      59716         Single Family                                                 6.625                  0.25              0
     16848520              16848520         GROVE CITY                                       OH                      43123         Single Family                                                 6.875                  0.25              0
     16848522              16848522         EGG HARBOR TOWNSHIP                              NJ                       8243         Single Family                                                   7.5                  0.25              0
     16848524              16848524         IDAHO FALLS                                      ID                      83406         Single Family                                                   7.5                  0.25              0
     16848525              16848525         BENTON                                           AR                      72015         Single Family                                                   7.5                  0.25              0
     16848527              16848527         SPOKANE                                          WA                      99207         Single Family                                                 7.375                  0.25              0
     16848528              16848528         CLIFFSIDE PARK                                   NJ                       7010         Hi-Rise Condo                                                 6.875                  0.25              0
     16848529              16848529         BALL GROUND                                      GA                      30107         Single Family                                                 7.375                  0.25              0
     16848530              16848530         SNOHOMISH                                        WA                      98290         Single Family                                                     8                  0.25              0
     16848532              16848532         SAN JOSE                                         CA                      95123         Single Family                                                  6.75                  0.25              0
     16848533              16848533         AVENTURA                                         FL                      33180         Hi-Rise Condo                                                  6.75                  0.25              0
     16848534              16848534         JAMAICA                                          NY                      11432         2-4 Family                                                     7.25                  0.25              0
     16848535              16848535         LAWRENCE                                         MA                       1843         2-4 Family                                                        7                  0.25              0
     16848536              16848536         NEW YORK                                         NY                      10005         Condominium                                                   6.875                  0.25              0
     16848537              16848537         CORONA                                           CA                      92883         PUD                                                           7.375                  0.25              0
     16848538              16848538         ANAHEIM                                          CA                      92804         PUD                                                             6.5                  0.25              0
     16848540              16848540         CHICAGO                                          IL                      60649         Single Family                                                  7.75                  0.25              0
     16848541              16848541         DALLAS                                           TX                      75206         Single Family                                                  7.25                  0.25              0
     16848542              16848542         TAUNTON                                          MA                       2780         2-4 Family                                                    7.625                  0.25              0
     16848543              16848543         VINELAND                                         NJ                       8360         Single Family                                                 7.625                  0.25              0
     16848544              16848544         SAINT PETERSBURG                                 FL                      33709         Single Family                                                 7.875                  0.25              0
     16848546              16848546         BRISTOW                                          VA                      20136         PUD                                                            6.75                  0.25              0
     16848547              16848547         LAS VEGAS                                        NV                      89139         PUD                                                             6.5                  0.25              0
     16848549              16848549         LOS ANGELES                                      CA                      91335         Single Family                                                     7                  0.25              0
     16848551              16848551         WHITE PLAINS                                     NY                      10604         2-4 Family                                                     7.25                  0.25              0
     16848552              16848552         BOISE                                            ID                      83705         PUD                                                           7.375                  0.25              0
     16848553              16848553         OXNARD                                           CA                      93036         PUD                                                               6                  0.25              0
     16848555              16848555         SAN LEANDRO                                      CA                      94579         Single Family                                                 6.625                  0.25              0
     16848556              16848556         VISALIA                                          CA                      93291         Single Family                                                 7.875                  0.25              0
     16848557              16848557         ALAMEDA                                          CA                      94501         Condominium                                                   7.125                  0.25              0
     16848559              16848559         RANDOLPH                                         MA                       2368         Single Family                                                     7                  0.25              0
     16848562              16848562         DALLAS                                           TX                      75234         Single Family                                                 8.125                  0.25              0
     16848563              16848563         COLUMBUS                                         OH                      43235         Condominium                                                   6.875                  0.25              0
     16848565              16848565         NEWBURGH                                         NY                      12550         Single Family                                                   6.5                  0.25              0
     16848567              16848567         PATERSON                                         NJ                       7524         2-4 Family                                                        7                  0.25              0
     16848568              16848568         ALLEN                                            TX                      75013         PUD                                                           6.375                  0.25              0
     16848569              16848569         LOS ANGELES                                      CA                      91411         Single Family                                                 5.875                  0.25              0
     16848570              16848570         LOS ANGELES                                      CA                      90064         Single Family                                                 6.375                  0.25              0
     16848574              16848574         RIVERSIDE                                        CA                      92508         Single Family                                                     7                  0.25              0
     16848576              16848576         REVERE                                           MA                       2151         Single Family                                                 7.125                  0.25              0
     16848577              16848577         MANORVILLE                                       NY                      11949         Single Family                                                   6.5                  0.25              0
     16848579              16848579         GRAND MEADOW                                     MN                      55936         Single Family                                                   7.5                  0.25              0
     16848581              16848581         NORTH OLMSTED                                    OH                      44070         Single Family                                                  7.25                  0.25              0
     16848582              16848582         WESTERVILLE                                      OH                      43081         Single Family                                                 7.125                  0.25              0
     16848584              16848584         PHILADELPHIA                                     PA                      19128         Single Family                                                  6.75                  0.25              0
     16848585              16848585         DARLINGTON                                       MD                      21034         Single Family                                                 6.875                  0.25              0
     16848586              16848586         ORLAND PARK                                      IL                      60462         Single Family                                                 7.125                  0.25              0
     16848590              16848590         BRAINTREE                                        MA                       2184         2-4 Family                                                    7.125                  0.25              0
     16848591              16848591         SCOTTSDALE                                       AZ                      85262         PUD                                                            6.75                  0.25              0
     16848593              16848593         BOCA RATON                                       FL                      33428         PUD                                                            6.75                  0.25              0
     16848594              16848594         SAN DIEGO                                        CA                      92123         Single Family                                                   6.5                  0.25              0
     16848597              16848597         MILTON FREEWATER                                 OR                      97862         Single Family                                                  6.75                  0.25              0
     16848598              16848598         IDAHO FALLS                                      ID                      83402         Single Family                                                 6.375                  0.25              0
     16848599              16848599         LANSING                                          MI                      48912         Single Family                                                 7.375                  0.25              0
     16848601              16848601         AGOURA HILLS                                     CA                      91301         PUD                                                           6.875                  0.25              0
     16848602              16848602         COVINA                                           CA                      91723         Single Family                                                  6.75                  0.25              0
     16848603              16848603         BAKERSFIELD                                      CA                      93311         PUD                                                             6.5                  0.25              0
     16848604              16848604         UNION CITY                                       GA                      30291         PUD                                                               7                  0.25              0
     16848605              16848605         BELLAIRE                                         TX                      77401         Single Family                                                 6.375                  0.25              0
     16848606              16848606         RAPID CITY                                       SD                      57701         Single Family                                                 6.375                  0.25              0
     16848607              16848607         SAMMAMISH                                        WA                      98074         PUD                                                           6.375                  0.25              0
     16848608              16848608         CUYAHOGA FALLS                                   OH                      44221         Single Family                                                 7.125                  0.25              0
     16848609              16848609         VALLEJO                                          CA                      94591         Single Family                                                   6.5                  0.25              0
     16848610              16848610         SUWANEE                                          GA                      30024         PUD                                                             6.5                  0.25              0
     16848611              16848611         LONG BEACH                                       CA                      90814         Single Family                                                     6                  0.25              0
     16848612              16848612         STAFFORD                                         VA                      22405         Single Family                                                 6.875                  0.25              0
     16848613              16848613         ENCINO                                           CA                      91316         Single Family                                                 6.875                  0.25              0
     16848614              16848614         SANDY                                            UT                      84092         Single Family                                                     6                  0.25              0
     16848615              16848615         OZONE PARK                                       NY                      11417         2-4 Family                                                        7                  0.25              0
     16848616              16848616         LAKEWOOD                                         CA                      90713         Single Family                                                     7                  0.25              0
     16848617              16848617         AMERICAN CANYON                                  CA                      94503         Single Family                                                     7                  0.25              0
     16848619              16848619         ARLINGTON                                        WA                      98223         Single Family                                                  7.25                  0.25              0
     16848621              16848621         TEMECULA                                         CA                      92592         PUD                                                           6.375                  0.25              0
     16848622              16848622         SPOKANE                                          WA                      99223         PUD                                                            6.25                  0.25              0
     16848624              16848624         PALMDALE                                         CA                      93551         Single Family                                                  6.75                  0.25              0
     16848625              16848625         PALOS VERDES ESTATES                             CA                      90274         Single Family                                                  6.75                  0.25              0
     16848626              16848626         VALENCIA                                         CA                      91354         PUD                                                            6.75                  0.25              0
     16848627              16848627         HAMILTON                                         OH                      45013         Single Family                                                 6.625                  0.25              0
     16848628              16848628         MONTGOMERY VILLAGE                               MD                      20886         PUD                                                               7                  0.25              0
     16848633              16848633         HOLMES BEACH                                     FL                      34217         Single Family                                                 6.875                  0.25              0
     16848634              16848634         HIALEAH                                          FL                      33012         Condominium                                                    7.25                  0.25              0
     16848635              16848635         SOMERS                                           MT                      59932         Single Family                                                 6.375                  0.25              0
     16848637              16848637         MOUNTAIN VIEW                                    CA                      94041         Single Family                                                   6.5                  0.25              0
     16848638              16848638         SALINAS                                          CA                      93901         Single Family                                                   6.5                  0.25              0
     16848639              16848639         CASTRO VALLEY                                    CA                      94546         Single Family                                                 6.375                  0.25              0
     16848640              16848640         FORT COLLINS                                     CO                      80524         Single Family                                                  6.75                  0.25              0
     16848641              16848641         MIAMI                                            FL                      33147         Single Family                                                 7.375                  0.25              0
     16848642              16848642         LOS ANGELES                                      CA                      90068         Single Family                                                   6.5                  0.25              0
     16848643              16848643         ROHNERT PARK                                     CA                      94928         Single Family                                                  6.75                  0.25              0
     16848644              16848644         COLUMBUS                                         OH                      43235         Condominium                                                     6.5                  0.25              0
     16848645              16848645         UKIAH                                            CA                      95482         Single Family                                                   6.5                  0.25              0
     16848646              16848646         BRIGHTON                                         MN                      55112         Single Family                                                 6.875                  0.25              0
     16848647              16848647         RIALTO                                           CA                      92377         Single Family                                                 6.375                  0.25              0
     16848648              16848648         CHULA VISTA                                      CA                      91902         Single Family                                                 6.625                  0.25              0
     16848650              16848650         FLEETWOOD                                        PA                      19522         Single Family                                                  7.75                  0.25              0
     16848651              16848651         LAS VEGAS                                        NV                      89128         Single Family                                                  6.75                  0.25              0
     16848654              16848654         TROPHY CLUB                                      TX                      76262         PUD                                                           6.875                  0.25              0
     16848655              16848655         HOUSTON                                          TX                      77041         PUD                                                            6.75                  0.25              0
     16848656              16848656         LOS GATOS                                        CA                      95032         PUD                                                           6.625                  0.25              0
     16848657              16848657         SAN PEDRO                                        CA                      90731         2-4 Family                                                      6.5                  0.25              0
     16848658              16848658         CLEVELAND                                        OH                      44119         Single Family                                                 6.875                  0.25              0
     16848661              16848661         KING GEORGE                                      VA                      22485         Single Family                                                 6.375                  0.25              0
     16848662              16848662         MULLICA HILL                                     NJ                       8062         Single Family                                                 6.875                  0.25              0
     16848664              16848664         BOTHELL                                          WA                      98012         PUD                                                           7.125                  0.25              0
     16848665              16848665         LOS ANGELES                                      CA                      90066         Single Family                                                 6.625                  0.25              0
     16848667              16848667         ROWLAND HEIGHTS AREA                             CA                      91748         PUD                                                            6.75                  0.25              0
     16848668              16848668         DESCANSO                                         CA                      91961         Single Family                                                  6.75                  0.25              0
     16848669              16848669         SEATTLE                                          WA                      98109         Single Family                                                   6.5                  0.25              0
     16848670              16848670         LAKEVILLE                                        MN                      55044         Single Family                                                 6.125                  0.25              0
     16848671              16848671         SEATTLE                                          WA                      98178         Single Family                                                   6.5                  0.25              0
     16848672              16848672         LAKEWOOD                                         CA                      90712         Single Family                                                 6.875                  0.25              0
     16848673              16848673         LOS ANGELES                                      CA                      90008         Single Family                                                 6.875                  0.25              0
     16848674              16848674         LA QUINTA                                        CA                      92253         PUD                                                           7.125                  0.25              0
     16848406              16848406         UNION CITY                                       NJ                       7087         CO-OP                                                           7.5                  0.25              0
     16848411              16848411         HOUSTON                                          TX                      77012         Single Family                                                   7.5                  0.25              0
     16848417              16848417         MISSION VIEJO                                    CA                      92692         PUD                                                            6.75                  0.25              0
     16848418              16848418         LOOMIS                                           CA                      95650         Single Family                                                 6.625                  0.25              0
     16848421              16848421         MABLETON                                         GA                      30126         PUD                                                               7                  0.25              0
     16848422              16848422         SANTA ROSA                                       CA                      95404         Single Family                                                 6.875                  0.25              0
     16848424              16848424         CASTRO VALLEY                                    CA                      94546         Single Family                                                   6.5                  0.25              0
     16848425              16848425         MIRA LOMA                                        CA                      91752         Single Family                                                 6.375                  0.25              0
     16848427              16848427         BROOKLYN                                         NY                      11236         2-4 Family                                                     7.25                  0.25              0
     16848428              16848428         COLLEGE PARK                                     MD                      20740         Condominium                                                   6.875                  0.25              0
     16848431              16848431         KEARNS                                           UT                      84118         Single Family                                                   7.5                  0.25              0
     16848434              16848434         PORTLAND                                         OR                      97214         Single Family                                                  6.25                  0.25              0
     16851053              16851053         HOLLAND                                          MI                      49423         Single Family                                                  7.25                  0.25           0.48
     16851107              16851107         Las Vegas                                        NV                      89101         Single Family                                                  6.75                  0.25              0
     16849556              16849556         Fresno                                           CA                      93722         Single Family                                                 7.125                  0.25              0
     16851268              16851268         BIRMINGHAM                                       AL                      35223         Single Family                                                   6.5                  0.25              0
     16851319              16851319         Pella                                            IA                      50219         Single Family                                                  7.25                  0.25           0.66
     16851323              16851323         West Chicago                                     IL                      60185         Single Family                                                  6.75                  0.25              0
     16851379              16851379         MIAMI                                            FL                      33156         Single Family                                                  7.75                  0.25              0
     16851383              16851383         RED OAK                                          TX                      75154         PUD                                                           6.875                  0.25              0
     16851854              16851854         Decatur                                          GA                      30034         PUD                                                             8.5                  0.25              0
     16771696              16771696         FAYETTEVILLE                                     NC                      28311         Single Family                                                 8.875                  0.25           0.68
     16772611              16772611         PHOENIX                                          AZ                      85051         PUD                                                             6.5                  0.25              0
     16772646              16772646         Naples                                           FL                      34120         PUD                                                           6.999                  0.25              0
     16774909              16774909         LYNCHBURG                                        VA                      24501         PUD                                                             7.5                  0.25           0.51
     16847989              16847989         YUMA                                             AZ                      85364         Single Family                                                    10                  0.25           0.96
     16848031              16848031         YUMA                                             AZ                      85364         Single Family                                                 7.625                  0.25              0
     16849013              16849013         West Palm Beach                                  FL                      33409         Condominium                                                  10.125                  0.25           0.98
     16849047              16849047         Columbus                                         GA                      31909         Single Family                                                   7.5                  0.25           0.62
     16849128              16849128         HENDERSON                                        NV                      89011         PUD                                                           7.875                  0.25           0.65
     16849157              16849157         SUNRIVER                                         OR                      97707         PUD                                                            7.75                  0.25              0
     16849253              16849253         Fort Lee                                         NJ                       7024         Hi-Rise Condo                                                 7.625                  0.25              0
     16849303              16849303         Las Vegas                                        NV                      89156         Single Family                                                 7.125                  0.25              0
     16849416              16849416         LAYTON                                           UT                      84041         Single Family                                                 7.625                  0.25           0.77
     16847812              16847812         Atlanta                                          GA                      30331         PUD                                                           7.375                  0.25              0
     16847818              16847818         ELKTON                                           MD                      21921         Single Family                                                   7.5                  0.25              0
     16845618              16845618         OKLAHOMA CITY                                    OK                      73135         Single Family                                                 10.75                  0.25           0.82
     16845722              16845722         KENNESAW                                         GA                      30144         Single Family                                                 8.125                  0.25           0.63
     16846197              16846197         OCALA                                            FL                      34472         Single Family                                                 7.875                  0.25           0.46
     16846232              16846232         Balch Springs                                    TX                      75180         Single Family                                                     8                  0.25           0.87
     16846268              16846268         Phoenix                                          AZ                      85085         PUD                                                            6.75                  0.25              0
     16847475              16847475         LENOIR CITY                                      TN                      37771         Single Family                                                   8.5                  0.25           0.63
     16847477              16847477         CLEVELAND                                        OH                      44109         2-4 Family                                                    7.625                  0.25              0
     16847480              16847480         TRIANGLE                                         VA                      22172         PUD                                                            7.25                  0.25              0
     16847614              16847614         SPRINGFIELD                                      VA                      22150         Single Family                                                 6.875                  0.25           0.25
     16847620              16847620         LOS ANGELES AREA                                 CA                      90063         Single Family                                                  7.25                  0.25              0
     16845935              16845935         KNOXVILLE                                        TN                      37917         Single Family                                                10.875                  0.25           0.82
     16845951              16845951         Ventura                                          CA                      93003         Single Family                                                 6.875                  0.25              0
     16845977              16845977         Washington                                       DC                      20003         CO-OP                                                         7.625                  0.25              0
     16846043              16846043         Mableton                                         GA                      30126         PUD                                                           7.375                  0.25              0
     16846047              16846047         Henderson                                        NV                      89044         Single Family                                                  6.75                  0.25              0
     16835565              16835565         LAS VEGAS                                        NV                      89142         Single Family                                                  6.75                  0.25              0
     16835570              16835570         CALICO RIDGE                                     NV                      89015         Single Family                                                 6.875                  0.25              0
     16835611              16835611         AUBREY                                           TX                      76227         2-4 Family                                                      8.5                  0.25              0
     16835624              16835624         GREENVILLE                                       SC                      29611         PUD                                                          10.875                  0.25           0.93
     16838808              16838808         OCRACOKE                                         NC                      27960         Single Family                                                 7.875                  0.25              0
     16838933              16838933         PLANO                                            IL                      60545         Single Family                                                 7.625                  0.25              0
     16838936              16838936         BRADENTON                                        FL                      34208         2-4 Family                                                     6.75                  0.25              0
     16838946              16838946         Bradenton                                        FL                      34203         2-4 Family                                                     6.75                  0.25              0
     16835693              16835693         DOWNEY                                           CA                      90241         CO-OP                                                             7                  0.25              0
     16835764              16835764         BIRMINGHAM                                       AL                      35215         Single Family                                                 7.625                  0.25              0
     16838987              16838987         BALTIMORE                                        MD                      21212         Single Family                                                  7.25                  0.25              0
     16839011              16839011         RIDGEFIELD                                       CT                       6877         Single Family                                                 6.375                  0.25              0
     16835849              16835849         Anthem                                           AZ                      85086         PUD                                                           6.875                  0.25              0
     16835856              16835856         Ocala                                            FL                      34474         Condominium                                                   7.375                  0.25              0
     16839072              16839072         HAPEVILLE                                        GA                      30354         Single Family                                                   7.5                  0.25           0.63
     16839077              16839077         NORTH LAS VEGAS                                  NV                      89030         2-4 Family                                                      7.5                  0.25              0
     16839118              16839118         BRUNSWICK                                        GA                      31525         Single Family                                                   7.5                  0.25           0.57
     16835861              16835861         Albuquerque                                      NM                      87114         PUD                                                            6.75                  0.25              0
     16835926              16835926         STATEN ISLAND                                    NY                      10310         Single Family                                                 7.375                  0.25            0.5
     16836002              16836002         Hyattsville                                      MD                      20783         Condominium                                                   8.125                  0.25              0
     16838603              16838603         Orlando                                          FL                      32804         Single Family                                                  7.25                  0.25              0
     16838718              16838718         WAXHAW                                           NC                      28173         Single Family                                                   7.5                  0.25           0.65
     16832897              16832897         JACKSONVILLE                                     IL                      62650         Single Family                                                     7                  0.25              0
     16832913              16832913         WESTMINSTER                                      MD                      21157         Single Family                                                  7.25                  0.25              0
     16832967              16832967         Haverhill                                        MA                       1835         2-4 Family                                                        7                  0.25              0
     16833193              16833193         BULLS GAP                                        TN                      37711         Single Family                                                   8.5                  0.25           0.88
     16833296              16833296         LEHI                                             UT                      84043         Single Family                                                   9.5                  0.25           0.49
     16835174              16835174         FLUSHING                                         NY                      11385         2-4 Family                                                      6.5                  0.25              0
     16835245              16835245         VILLAGE OF GOLF                                  FL                      33436         Single Family                                                 6.625                  0.25              0
     16835327              16835327         AUBREY                                           TX                      76227         2-4 Family                                                      8.5                  0.25              0
     16835384              16835384         BRADENTON                                        FL                      34207         2-4 Family                                                     6.75                  0.25              0
     16826736              16826736         Sahuarita                                        AZ                      85629         PUD                                                           6.875                  0.25              0
     16826753              16826753         Anthem                                           AZ                      85086         PUD                                                           6.375                  0.25              0
     16824009              16824009         SAN ANTONIO                                      TX                      78253         PUD                                                           7.875                  0.25              0
     16826789              16826789         Central Point                                    OR                      97502         Single Family                                                 7.125                  0.25              0
     16826883              16826883         Fayetteville                                     GA                      30214         Single Family                                                     8                  0.25              0
     16824288              16824288         Kennewick                                        WA                      99336         2-4 Family                                                    7.875                  0.25              0
     16832822              16832822         Hilton Head Island                               SC                      29928         Condominium                                                   6.375                  0.25              0
     16823788              16823788         Mount Sinai                                      NY                      11766         PUD                                                           6.999                  0.25              0
     16819431              16819431         Frederick                                        MD                      21701         Single Family                                                   6.5                  0.25              0
     16823880              16823880         Henderson                                        NV                      89002         PUD                                                           6.125                  0.25              0
     16819531              16819531         NEW LOTHROP                                      MI                      48460         Single Family                                                  7.25                  0.25              0
     16809755              16809755         Lakeland                                         FL                      33809         PUD                                                           7.625                  0.25           0.84
     16813604              16813604         RUTLAND                                          VT                       5701         2-4 Family                                                    8.125                  0.25              0
     16814056              16814056         SUGARHILL                                        GA                      30518         PUD                                                           8.375                  0.25           1.84
     16809556              16809556         Pittsburgh                                       PA                      15237         Single Family                                                 7.625                  0.25              0
     16804068              16804068         Florence                                         AZ                      85232         PUD                                                           5.875                  0.25              0
     16806827              16806827         Henderson                                        NV                      89015         PUD                                                           6.999                  0.25              0
     16803931              16803931         Spencer                                          IN                      47460         Single Family                                                   8.5                  0.25              0
     16806974              16806974         Colorado Springs                                 CO                      80921         PUD                                                               9                  0.25           0.88
     16807110              16807110         LAS VEGAS                                        NV                      89121         Single Family                                                     7                  0.25              0
     16804047              16804047         Eagle River                                      AK                      99577         2-4 Family                                                    8.125                  0.25           1.18
     16807327              16807327         ALTA LOMA                                        CA                      91701         Single Family                                                 6.625                  0.25              0
     16715221              16715221         Atlanta                                          GA                      30331         PUD                                                           7.625                  0.25              0
     16711136              16711136         DENTON                                           TX                      76205         Single Family                                                 7.625                  0.25              0
     16710187              16710187         FRANKLIN                                         IN                      46131         Single Family                                                 7.375                  0.25              0
     16710194              16710194         AMITY                                            IN                      46131         Single Family                                                 7.375                  0.25              0
     17026932              17026932         CICERO                                           IL                      60804         Single Family                                                  6.75                 0.625              0
     17026933              17026933         WILLOWBROOK                                      IL                      60527         Condominium                                                    7.25                 0.625              0
     17026934              17026934         CICERO                                           IL                      60804         2-4 Family                                                      6.5                 0.625              0
     17026935              17026935         URBANA                                           OH                      43078         Single Family                                                  8.75                 0.625              0
     17026936              17026936         FORT WAYNE                                       IN                      46807         2-4 Family                                                    8.625                 0.625              0
     16544224              16544224         Ocala                                            FL                      34474         PUD                                                           7.625                  0.25              0
     17026675              17026675         AIKEN                                            SC                      29803         PUD                                                           7.875                 0.625              0
     17026676              17026676         PORT CHARLOTTE                                   FL                      33981         Single Family                                                 7.375                 0.625              0
     17026677              17026677         BUFFALO GROVE                                    IL                      60089         Single Family                                                 6.375                 0.625              0
     17026678              17026678         NAPLES                                           FL                      34116         Single Family                                                 6.875                 0.625              0
     17026679              17026679         LANSING                                          MI                      48915         Single Family                                                  6.75                 0.625              0
     17026680              17026680         AURORA                                           IN                      47001         Single Family                                                  6.75                 0.625              0
     17026681              17026681         LOUISVILLE                                       KY                      40213         Single Family                                                 7.375                 0.625              0
     17026682              17026682         NAPLES                                           FL                      34103         Single Family                                                 6.875                 0.625              0
     17026683              17026683         PANAMA CITY                                      FL                      32404         Single Family                                                 7.875                 0.625              0
     17026684              17026684         TERRE HAUTE                                      IN                      47807         Single Family                                                 8.875                 0.625              0
     17026685              17026685         VILLA HILLS                                      KY                      41017         Single Family                                                 6.875                 0.625              0
     17026686              17026686         PORT CHARLOTTE                                   FL                      33954         Single Family                                                   6.5                 0.625              0
     17026687              17026687         CINCINNATI                                       OH                      45238         Single Family                                                  7.75                 0.625              0
     17026688              17026688         BOONVILLE                                        IN                      47601         Single Family                                                   7.5                 0.625              0
     17026689              17026689         ELBURN                                           IL                      60119         2-4 Family                                                        7                 0.625              0
     17026690              17026690         CINCINNATI                                       OH                      45237         Single Family                                                  8.75                 0.625              0
     17026691              17026691         MEARS                                            MI                      49436         Single Family                                                  6.75                 0.625              0
     17026692              17026692         NASHVILLE                                        TN                      37216         Single Family                                                  8.25                 0.625              0
     17026693              17026693         CHICAGO                                          IL                      60636         2-4 Family                                                    6.875                 0.625              0
     17026694              17026694         LIVONIA                                          MI                      48152         Condominium                                                    8.75                 0.625              0
     17026697              17026697         PORT RICHEY                                      FL                      34668         Single Family                                                  7.25                 0.625              0
     17026698              17026698         MADISON                                          WI                      53715         Single Family                                                     7                 0.625              0
     17026699              17026699         SARASOTA                                         FL                      34233         Single Family                                                  6.75                 0.625              0
     17026700              17026700         CAPE CORAL                                       FL                      33993         Single Family                                                 6.875                 0.625              0
     17026702              17026702         MOORE                                            SC                      29369         Single Family                                                 6.625                 0.625              0
     17026703              17026703         RAVENNA                                          OH                      44266         Single Family                                                  8.75                 0.625              0
     17026704              17026704         NILES                                            IL                      60714         Single Family                                                   7.5                 0.625              0
     17026705              17026705         BATTLE CREEK                                     MI                      49015         2-4 Family                                                     8.75                 0.625              0
     17026706              17026706         BATTLE CREEK                                     MI                      49015         2-4 Family                                                     8.75                 0.625              0
     17026707              17026707         VICKSBURG                                        MI                      49097         Single Family                                                   7.5                 0.625              0
     17026708              17026708         FISHERVILLE                                      KY                      40023         Single Family                                                  6.75                 0.625              0
     17026709              17026709         KETTERING                                        OH                      45440         Single Family                                                  6.75                 0.625              0
     17026710              17026710         CLEVELAND                                        OH                      44110         2-4 Family                                                      8.5                 0.625              0
     17026711              17026711         MICHIGAN CITY                                    IN                      46360         Single Family                                                 8.125                 0.625              0
     17026712              17026712         EAST GRAND RAPIDS                                MI                      49506         Single Family                                                   6.5                 0.625              0
     17026713              17026713         CLEVELAND                                        OH                      44105         Single Family                                                 7.875                 0.625              0
     17026714              17026714         BISCAYNE PARK                                    FL                      33161         2-4 Family                                                     7.25                 0.625              0
     17026715              17026715         CHICAGO                                          IL                      60634         Single Family                                                   6.5                 0.625              0
     17026716              17026716         SPRINGFIELD                                      OH                      45504         2-4 Family                                                    6.625                 0.625              0
     17026717              17026717         LIMA                                             OH                      45805         Single Family                                                 8.875                 0.625              0
     17026718              17026718         DAYTON                                           OH                      45405         Single Family                                                  9.25                 0.625              0
     17026719              17026719         PLANO                                            IL                      60545         Single Family                                                  6.75                 0.625              0
     17026658              17026658         GRAND RAPIDS                                     MI                      49503         Single Family                                                 7.875                 0.625              0
     17026660              17026660         HUBER HEIGHTS                                    OH                      45424         Single Family                                                 6.875                 0.625              0
     17026661              17026661         ORANGE BEACH                                     AL                      36561         Single Family                                                  6.75                 0.625              0
     17026662              17026662         CINCINNATI                                       OH                      45226         Single Family                                                 6.875                 0.625              0
     17026663              17026663         WARREN                                           MI                      48088         Single Family                                                   6.5                 0.625              0
     17026664              17026664         CLEARWATER                                       FL                      33755         Single Family                                                 6.875                 0.625              0
     17026666              17026666         INDIANAPOLIS                                     IN                      46205         Single Family                                                  8.75                 0.625              0
     17026667              17026667         LOUISVILLE                                       KY                      40216         Single Family                                                   8.5                 0.625              0
     17026668              17026668         HARWOOD HEIGHTS                                  IL                      60706         Single Family                                                 6.875                 0.625              0
     17026669              17026669         CAZENOVIA                                        NY                      13035         Single Family                                                  7.25                 0.625              0
     17026670              17026670         CLEVELAND                                        OH                      44109         Single Family                                                 6.625                 0.625              0
     17026674              17026674         SYLVANIA                                         OH                      43560         Condominium                                                    8.75                 0.625              0
     17026653              17026653         MICHIGAN CITY                                    IN                      46360         2-4 Family                                                     7.25                 0.625              0
     17026655              17026655         COLUMBIA                                         MO                      65202         Single Family                                                  7.75                 0.625              0
     17026656              17026656         FORT MYERS                                       FL                      33967         Single Family                                                  8.25                 0.625              0
     17026657              17026657         BENTON HARBOR                                    MI                      49022         Single Family                                                  8.75                 0.625              0
     17026624              17026624         MACEDON                                          NY                      14502         Single Family                                                  7.25                 0.625              0
     17026626              17026626         FREEPORT                                         PA                      16229         Single Family                                                     7                 0.625              0
     17026627              17026627         ROCHESTER                                        NY                      14626         Single Family                                                  7.25                 0.625              0
     17026628              17026628         SENECA FALLS                                     NY                      13148         2-4 Family                                                      7.5                 0.625              0
     17026629              17026629         ORMOND BEACH                                     FL                      32174         Single Family                                                 7.125                 0.625              0
     17026631              17026631         CAPE CORAL                                       FL                      33990         Single Family                                                 6.875                 0.625              0
     17026632              17026632         BURLINGTON                                       WI                      53105         Single Family                                                  6.75                 0.625              0
     17026633              17026633         EASTLAKE                                         OH                      44095         Single Family                                                  7.25                 0.625              0
     17026634              17026634         BIRMINGHAM                                       MI                      48009         Condominium                                                    7.25                 0.625              0
     17026635              17026635         LA GRANGE                                        KY                      40031         Single Family                                                 6.875                 0.625              0
     17026636              17026636         TOLEDO                                           OH                      43615         Single Family                                                 7.375                 0.625              0
     17026637              17026637         DETROIT                                          MI                      48238         Single Family                                                 8.625                 0.625              0
     17026638              17026638         DETROIT                                          MI                      48223         Single Family                                                 8.625                 0.625              0
     17026639              17026639         SPRINGFIELD                                      OH                      45505         2-4 Family                                                     8.75                 0.625              0
     17026640              17026640         BARDSTOWN                                        KY                      40004         Single Family                                                 7.125                 0.625              0
     17026641              17026641         COLUMBUS                                         OH                      43201         2-4 Family                                                     8.75                 0.625              0
     17026643              17026643         WORTH                                            IL                      60482         Single Family                                                 6.875                 0.625              0
     17026645              17026645         MC KEES ROCKS                                    PA                      15136         Single Family                                                 8.375                 0.625              0
     17026649              17026649         YOUNGSTOWN                                       OH                      44511         Single Family                                                  7.25                 0.625              0
     17026650              17026650         EVANSVILLE                                       IN                      47714         Single Family                                                 7.375                 0.625              0
     17026652              17026652         THOMPSONS STATION                                TN                      37179         Single Family                                                 6.375                 0.625              0
     17026571              17026571         KINGS MILLS                                      OH                      45034         Single Family                                                  7.75                 0.625              0
     17026572              17026572         WALKER                                           MI                      49544         Condominium                                                   6.875                 0.625              0
     17026573              17026573         OZARK                                            MO                      65721         Single Family                                                  8.75                 0.625              0
     17026574              17026574         BOWLING GREEN                                    OH                      43402         Single Family                                                  7.25                 0.625              0
     17026575              17026575         TOLEDO                                           OH                      43612         Single Family                                                   8.5                 0.625              0
     17026576              17026576         KETTERING                                        OH                      45429         Single Family                                                 6.875                 0.625              0
     17026577              17026577         ROCHESTER                                        NY                      14621         2-4 Family                                                      8.5                 0.625              0
     17026580              17026580         CINCINNATI                                       OH                      45239         Single Family                                                 8.125                 0.625              0
     17026581              17026581         PERRYVILLE                                       KY                      40468         Single Family                                                   7.5                 0.625              0
     17026582              17026582         COLUMBUS                                         OH                      43202         2-4 Family                                                    7.875                 0.625              0
     17026583              17026583         PORTAGE                                          IN                      46368         Single Family                                                     7                 0.625              0
     17026584              17026584         SYRACUSE                                         NY                      13204         2-4 Family                                                     8.75                 0.625              0
     17026587              17026587         GENEVA                                           NY                      14456         2-4 Family                                                    8.875                 0.625              0
     17026589              17026589         INDIANAPOLIS                                     IN                      46220         Single Family                                                  7.75                 0.625              0
     17026590              17026590         SHELBYVILLE                                      IN                      46176         Single Family                                                 8.375                 0.625              0
     17026594              17026594         ATHENS                                           GA                      30601         Single Family                                                   7.5                 0.625              0
     17026596              17026596         LEETSDALE                                        PA                      15056         Single Family                                                   8.5                 0.625              0
     17026597              17026597         NORTH CHICAGO                                    IL                      60064         2-4 Family                                                    8.875                 0.625              0
     17026598              17026598         WOODHAVEN                                        MI                      48183         Single Family                                                 6.875                 0.625              0
     17026600              17026600         GENOA                                            IL                      60135         Single Family                                                  8.75                 0.625              0
     17026601              17026601         EVANSVILLE                                       IN                      47713         Single Family                                                 8.875                 0.625              0
     17026602              17026602         JEFFERSONVILLE                                   IN                      47130         Single Family                                                  6.75                 0.625              0
     17026604              17026604         ROCHESTER                                        NY                      14606         2-4 Family                                                     8.25                 0.625              0
     17026605              17026605         KALAMAZOO                                        MI                      49048         2-4 Family                                                     7.25                 0.625              0
     17026606              17026606         SAINT JOHNS                                      MI                      48879         Single Family                                                  6.75                 0.625              0
     17026607              17026607         GRAND RAPIDS                                     MI                      49534         Single Family                                                   7.5                 0.625              0
     17026608              17026608         LENEXA                                           KS                      66220         PUD                                                            6.75                 0.625              0
     17026610              17026610         LOUISVILLE                                       KY                      40219         Single Family                                                   7.5                 0.625              0
     17026611              17026611         CINCINNATI                                       OH                      45229         2-4 Family                                                      7.5                 0.625              0
     17026612              17026612         DETROIT                                          MI                      48210         Single Family                                                  7.75                 0.625              0
     17026613              17026613         NAPLES                                           FL                      34119         Single Family                                                  7.25                 0.625              0
     17026614              17026614         CHICAGO                                          IL                      60637         2-4 Family                                                     7.25                 0.625              0
     17026615              17026615         GRAND RAPIDS                                     MI                      49506         Single Family                                                  7.25                 0.625              0
     17026616              17026616         SPRINGFIELD                                      OH                      45503         Single Family                                                   8.5                 0.625              0
     17026617              17026617         MACOMB                                           MI                      48044         Single Family                                                 7.625                 0.625              0
     17026618              17026618         HAYESVILLE                                       NC                      28904         Single Family                                                   7.5                 0.625              0
     17026619              17026619         ROCKFORD                                         MI                      49341         Single Family                                                  7.75                 0.625              0
     17026620              17026620         INDIANAPOLIS                                     IN                      46234         Single Family                                                  6.75                 0.625              0
     17026621              17026621         OVERLAND PARK                                    KS                      66221         PUD                                                           6.875                 0.625              0
     17026622              17026622         ORLANDO                                          FL                      32804         Single Family                                                     7                 0.625              0
     17026556              17026556         DAYTON                                           OH                      45420         Single Family                                                 8.875                 0.625              0
     17026557              17026557         CHICAGO                                          IL                      60643         Single Family                                                 7.875                 0.625              0
     17026558              17026558         PENDLETON                                        IN                      46064         PUD                                                               7                 0.625              0
     17026559              17026559         DAYTON                                           OH                      45406         Single Family                                                 8.875                 0.625              0
     17026561              17026561         FISHERS                                          IN                      46038         Single Family                                                 8.375                 0.625              0
     17026562              17026562         WADESVILLE                                       IN                      47638         Single Family                                                  6.75                 0.625              0
     17026563              17026563         FRANKLIN                                         TN                      37069         PUD                                                            6.75                 0.625              0
     17026566              17026566         BROOKFIELD                                       MO                      64628         Single Family                                                 7.375                 0.625              0
     17026568              17026568         LOUISVILLE                                       KY                      40245         Single Family                                                 6.625                 0.625              0
     17026569              17026569         COLUMBUS                                         OH                      43211         Single Family                                                 7.375                 0.625              0
     17026570              17026570         PERRY                                            NY                      14530         2-4 Family                                                    8.875                 0.625              0
     17026520              17026520         CLINTON                                          IN                      47842         Single Family                                                  8.25                 0.625              0
     17026522              17026522         CHAPEL HILL                                      NC                      27516         2-4 Family                                                    9.125                 0.625              0
     17026524              17026524         EUCLID                                           OH                      44119         Single Family                                                     9                 0.625              0
     17026525              17026525         SAINT JOSEPH                                     MI                      49085         Single Family                                                 9.625                 0.625              0
     17026527              17026527         INDIANAPOLIS                                     IN                      46237         Condominium                                                   9.125                 0.625              0
     17026528              17026528         MENDON                                           MI                      49072         Single Family                                                   7.5                 0.625              0
     17026530              17026530         KALAMAZOO                                        MI                      49007         Single Family                                                     9                 0.625              0
     17026531              17026531         SAINT MARYS                                      OH                      45885         Single Family                                                 6.875                 0.625              0
     17026533              17026533         BROWNSTOWN                                       IN                      47220         Single Family                                                 7.125                 0.625              0
     17026534              17026534         OLDSMAR                                          FL                      34677         Single Family                                                  6.75                 0.625              0
     17026535              17026535         RIVERWOODS                                       IL                      60015         PUD                                                           6.875                 0.625              0
     17026538              17026538         GARY                                             IN                      46403         Single Family                                                  7.75                 0.625              0
     17026541              17026541         SANIBEL                                          FL                      33957         Single Family                                                 6.875                 0.625              0
     17026542              17026542         HOLLAND                                          MI                      49423         2-4 Family                                                     7.25                 0.625              0
     17026543              17026543         LINCOLNWOOD                                      IL                      60712         Single Family                                                   7.5                 0.625              0
     17026544              17026544         BARDSTOWN                                        KY                      40004         Single Family                                                     8                 0.625              0
     17026548              17026548         CINCINNATI                                       OH                      45211         2-4 Family                                                        9                 0.625              0
     17026549              17026549         LIBERTY TOWNSHIP                                 OH                      45011         Single Family                                                     9                 0.625              0
     17026550              17026550         LOUISVILLE                                       KY                      40203         Single Family                                                 7.875                 0.625              0
     17026551              17026551         CINCINNATI                                       OH                      45237         2-4 Family                                                     7.75                 0.625              0
     17026552              17026552         CINCINNATI                                       OH                      45237         2-4 Family                                                      7.5                 0.625              0
     17026553              17026553         WALES                                            WI                      53183         Condominium                                                   6.875                 0.625              0
     17026554              17026554         DAYTON                                           OH                      45426         Condominium                                                       9                 0.625              0
     17026515              17026515         PUNTA GORDA                                      FL                      33983         Single Family                                                  6.75                 0.625              0
     17026517              17026517         HUBER HEIGHTS                                    OH                      45424         Single Family                                                   8.5                 0.625              0
     17026518              17026518         CINCINNATI                                       OH                      45219         Single Family                                                 9.125                 0.625              0
     17026922              17026922         WARSAW                                           IN                      46580         Single Family                                                  7.75                 0.625              0
     17026923              17026923         PORT BYRON                                       IL                      61275         Single Family                                                 7.125                 0.625              0
     17026924              17026924         MACHESNEY PARK                                   IL                      61115         Single Family                                                   6.5                 0.625              0
     17026925              17026925         ADDISON                                          IL                      60101         Single Family                                                 6.875                 0.625              0
     17026926              17026926         CHICAGO                                          IL                      60634         PUD                                                           7.875                 0.625              0
     17026927              17026927         ANGOLA                                           IN                      46703         Single Family                                                   6.5                 0.625              0
     17026928              17026928         SIMPSONVILLE                                     KY                      40067         Single Family                                                 7.125                 0.625              0
     17026929              17026929         DAYTON                                           OH                      45424         PUD                                                            8.25                 0.625              0
     17026931              17026931         WEST BLOOMFIELD                                  MI                      48322         Condominium                                                   6.875                 0.625              0
     17026659              17026659         CHICAGO                                          IL                      60649         2-4 Family                                                      8.5                 0.625              0
     17026829              17026829         APOPKA                                           FL                      32712         Single Family                                                     7                 0.625              0
     17004506              17004506         Bowie                                            MD                      20721         Townhouse                                                     7.625                  0.25              0
     16982719              16982719         Delray Beach                                     FL                      33483         PUD                                                           9.125                  0.25              0
     16971921              16971921         Fort Collins                                     CO                      80526         PUD                                                           6.875                  0.25              0
     16978564              16978564         Sparks                                           NV                      89434         PUD                                                             8.5                  0.25              0
     16978574              16978574         Saint Louis                                      MO                      63123         Single Family                                                 7.125                  0.25              0
     16984348              16984348         franklin                                         NJ                       8873         Single Family                                                 8.625                  0.25              0
     16991016              16991016         Union                                            NJ                       7083         Single Family                                                 7.375                  0.25              0
     16991032              16991032         LAKE WORTH                                       FL                      33467         Single Family                                                 7.125                  0.25              0
     16990941              16990941         MORENO VALLEY                                    CA                      92553         Single Family                                                 6.625                  0.25              0
     16990946              16990946         Sacramento                                       CA                      95832         Single Family                                                 6.875                  0.25              0
     16980165              16980165         Gambrills                                        MD                      21054         Single Family                                                     7                  0.25           0.54
     16980172              16980172         Alpharetta                                       GA                      30022         PUD                                                           7.125                  0.25              0
     16851813              16851813         Weslaco                                          TX                      78596         PUD                                                           7.625                  0.25           0.82
     16857177              16857177         Manchester                                       NH                       3103         Single Family                                                     8                  0.25           0.68
     16857226              16857226         Sterling                                         VA                      20164         PUD                                                             6.5                  0.25              0
     16857253              16857253         San Diego                                        CA                      92154         PUD                                                            7.25                  0.25              0
     16857258              16857258         Inver Grove Heights                              MN                      55076         Condominium                                                    7.25                  0.25           0.46
     16857100              16857100         SEDONA                                           AZ                      86336         Condominium                                                    6.75                  0.25              0
     16852544              16852544         Orlando                                          FL                      32826         PUD                                                             7.5                  0.25              0
     16852546              16852546         Brownsville                                      TX                      78520         Single Family                                                 8.125                  0.25              0
     16852496              16852496         Lancaster                                        PA                      17603         Townhouse                                                     7.125                  0.25              0
     16852623              16852623         Reno                                             NV                      89509         Single Family                                                  6.75                  0.25              0
     16912658              16912658         Acworth                                          GA                      30102         Single Family                                                   7.5                  0.25           0.57
     16856156              16856156         DAVIE                                            FL                      33324         PUD                                                            6.75                  0.25              0
     16964986              16964986         TROY                                             MO                      63379         Single Family                                                 7.875                  0.25           1.84
     16965029              16965029         Brownsville                                      TX                      78526         Single Family                                                 7.875                  0.25           1.49
     16965047              16965047         Hubert                                           NC                      28539         Single Family                                                     7                  0.25              0
     16856197              16856197         Sound Beach                                      NY                      11789         Single Family                                                 7.375                  0.25              0
     16964978              16964978         Orlando                                          FL                      32819         Single Family                                                   6.5                  0.25              0
     16968049              16968049         Santa Rosa                                       CA                      95407         Single Family                                                 6.875                  0.25              0
     16968030              16968030         Duluth                                           MN                      55811         Single Family                                                  7.25                  0.25           0.73
     16970198              16970198         Helotes                                          TX                      78023         Single Family                                                 6.625                  0.25              0
     16970214              16970214         Saco                                             ME                       4072         2-4 Family                                                     7.25                  0.25           0.41
     16971805              16971805         Rancho Mirage                                    CA                      92270         PUD                                                            7.75                  0.25              0
     16971874              16971874         Rosharon                                         TX                      77583         PUD                                                           7.125                  0.25              0
     16847240              16847240         Minneapolis                                      MN                      55411         Single Family                                                     7                  0.25           0.46
     16843881              16843881         Naples                                           FL                      34116         Single Family                                                     7                  0.25              0
     16845396              16845396         Cotati                                           CA                      94931         PUD                                                             6.5                  0.25              0
     16845470              16845470         San Benito                                       TX                      78586         Single Family                                                 6.875                  0.25           0.76
     16845501              16845501         Brooksville                                      FL                      34614         Single Family                                                 9.375                  0.25            1.4
     16845516              16845516         Richfield                                        MN                      55446         Single Family                                                 8.125                  0.25           0.72
     16847312              16847312         Riverside                                        MO                      64150         Single Family                                                 7.125                  0.25           0.43
     16847200              16847200         Lilburn                                          GA                      30047         Single Family                                                 7.875                  0.25           0.83
     16847207              16847207         San Diego                                        CA                      92128         Single Family                                                 6.375                  0.25              0
     16848803              16848803         Miami Gardens                                    FL                      33056         Single Family                                                  7.25                  0.25              0
     16848753              16848753         Staten Island                                    NY                      10301         2-4 Family                                                      7.5                  0.25              0
     16848812              16848812         Manistee                                         MI                      49660         Single Family                                                 7.125                  0.25           0.55
     16848952              16848952         Mission                                          TX                      78572         Single Family                                                     8                  0.25              0
     16851521              16851521         Hidalgo                                          TX                      78557         Single Family                                                 6.875                  0.25            0.6
     16851489              16851489         Houston                                          TX                      77045         Single Family                                                 8.125                  0.25           1.07
     16851447              16851447         ALOHA                                            OR                      97006         Single Family                                                 8.625                  0.25              0
     16851648              16851648         Riverdale                                        GA                      30296         PUD                                                            6.75                  0.25              0
     16851565              16851565         Leesburg                                         VA                      20176         Single Family                                                   7.5                  0.25              0
     16851580              16851580         Brick                                            NJ                       8724         Single Family                                                 7.375                  0.25              0
     16851651              16851651         RIDGELY                                          MD                      21660         Single Family                                                 7.875                  0.25              0
     16851709              16851709         Fresno                                           CA                      93725         Single Family                                                   6.5                  0.25              0
     16851768              16851768         Winter Park                                      FL                      32789         Single Family                                                 6.875                  0.25              0
     16851772              16851772         Kissimmee                                        FL                      34741         PUD                                                            6.75                  0.25              0
     16838437              16838437         Myrtle Beach                                     SC                      29579         PUD                                                           7.375                  0.25              0
     16845341              16845341         Perry                                            MI                      48872         Single Family                                                  7.25                  0.25              0
     16811569              16811569         Katy                                             TX                      77494         PUD                                                             8.5                  0.25              0
     16818788              16818788         Harris                                           MN                      55032         Single Family                                                 7.375                  0.25           0.58
     16818851              16818851         Denver                                           CO                      80223         Single Family                                                  6.75                  0.25              0
     16818775              16818775         Denver                                           CO                      80205         2-4 Family                                                    6.875                  0.25              0
     16818961              16818961         Fontana                                          CA                      92336         Single Family                                                  6.75                  0.25              0
     16823352              16823352         Woodbury                                         MN                      55129         PUD                                                               7                  0.25              0
     16823517              16823517         Kissimmee                                        FL                      34744         Single Family                                                 7.125                  0.25              0
     17034721              17034721         Bolingbrook                                      IL                      60440         Single Family                                                 6.375                  0.25              0
     16802941              16802941         Salem                                            MA                       1970         Single Family                                                  7.75                  0.25           0.84
     16787029              16787029         Stone Mountain                                   GA                      30087         Single Family                                                 7.125                  0.25              0
     16775713              16775713         Seeley                                           CA                      92273         Single Family                                                   7.5                  0.25           0.64
     16764813              16764813         Tucson                                           AZ                      85706         Single Family                                                  6.75                  0.25              0
     16772879              16772879         Katy                                             TX                      77449         Single Family                                                 6.625                  0.25              0
     16716205              16716205         Douglasville                                     GA                      30135         PUD                                                            6.75                  0.25              0
     16696354              16696354         BALTIMORE                                        MD                      21230         Townhouse                                                       8.5                  0.25              0
     16693456              16693456         West Palm Beach                                  FL                      33409         Condominium                                                     8.5                  0.25           1.01
     16692412              16692412         Detroit                                          MI                      48235         2-4 Family                                                      8.5                  0.25              0
     16709142              16709142         Brick                                            NJ                       8724         Single Family                                                 6.875                  0.25              0
     16968431              16968431         WILMINGTON                                       NC                      28405         Single Family                                                 8.375                  0.25           0.84
     16968439              16968439         WEST LONG BRANCH                                 NJ                       7764         Single Family                                                  7.25                  0.25              0
     16968450              16968450         MIAMI                                            FL                      33145         Condominium                                                    8.25                  0.25              0
     16968473              16968473         Columbus                                         OH                      43223         Single Family                                                    10                  0.25           1.19
     16968509              16968509         Davenport                                        FL                      33896         Single Family                                                     7                  0.25              0
     16965496              16965496         DURHAM                                           NC                      27705         Single Family                                                   8.5                  0.25           1.79
     16965499              16965499         SAN ANTONIO                                      TX                      78245         PUD                                                           7.125                  0.25              0
     16968575              16968575         KAILUA KONA                                      HI                      96740         Single Family                                                   6.5                  0.25              0
     16968634              16968634         BALTIMORE                                        MD                      21230         Townhouse                                                     7.625                  0.25              0
     16968658              16968658         GRAND PRAIRIE                                    TX                      75050         Single Family                                                 8.625                  0.25              0
     16968720              16968720         BURNSVILLE                                       MN                      55306         Single Family                                                  6.75                  0.25           0.57
     16968789              16968789         DOUGLASVILLE                                     GA                      30135         Single Family                                                 8.375                  0.25              0
     16968808              16968808         APACHE JUNCTION                                  AZ                      85219         Single Family                                                     8                  0.25           0.47
     16968861              16968861         Waxahachie                                       TX                      75165         2-4 Family                                                    8.375                  0.25              0
     16970471              16970471         Royal Palm Beach                                 FL                      33411         Condominium                                                   7.375                  0.25              0
     16970487              16970487         Bay City                                         TX                      77414         Single Family                                                 7.625                  0.25              0
     16970528              16970528         Franklin                                         TN                      37069         PUD                                                           6.875                  0.25              0
     16970538              16970538         Fargo                                            ND                      58103         2-4 Family                                                    7.625                  0.25              0
     16970546              16970546         CHARLOTTE                                        NC                      28262         Single Family                                                   7.5                  0.25              0
     16970547              16970547         Claremore                                        OK                      74019         Single Family                                                  7.75                  0.25           1.13
     16970588              16970588         VICTORVILLE                                      CA                      92394         PUD                                                           7.375                  0.25           0.71
     16970626              16970626         HOUSTON                                          TX                      77069         PUD                                                           8.375                  0.25           0.62
     16970669              16970669         ATLANTA                                          GA                      30314         2-4 Family                                                    9.875                  0.25              0
     16970671              16970671         Allentown                                        PA                      18102         Single Family                                                  6.75                  0.25              0
     16970686              16970686         SAINT FRANCIS                                    WI                      53235         Single Family                                                  7.75                  0.25              0
     16970707              16970707         WEST BEND                                        WI                      53095         Single Family                                                 8.875                  0.25           1.11
     16965592              16965592         RENO                                             NV                      89511         Single Family                                                 6.875                  0.25              0
     16968309              16968309         COLLEGE STATION                                  TX                      77840         Single Family                                                   7.5                  0.25              0
     16968359              16968359         Houston                                          TX                      77089         PUD                                                           8.125                  0.25              0
     16968384              16968384         MARION                                           AR                      72364         Single Family                                                   6.5                  0.25              0
     16968413              16968413         ASHEVILLE                                        NC                      28801         Single Family                                                     7                  0.25           0.69
     16859611              16859611         Dallas                                           TX                      75228         Single Family                                                 7.125                  0.25              0
     16859665              16859665         Las Vegas                                        NV                      89178         PUD                                                           6.875                  0.25              0
     16859672              16859672         ANKENY                                           IA                      50021         Single Family                                                 7.125                  0.25              0
     16962968              16962968         MIAMI                                            FL                      33165         Single Family                                                   8.5                  0.25              0
     16963001              16963001         NORTH HILLS                                      CA                      91343         Condominium                                                    6.25                  0.25              0
     16859161              16859161         MONMOUTH                                         OR                      97361         Single Family                                                  6.75                  0.25              0
     16963127              16963127         Fresno                                           TX                      77545         PUD                                                            8.75                  0.25           0.58
     16963128              16963128         Colton                                           CA                      92324         Single Family                                                  6.75                  0.25              0
     16963145              16963145         KILLEN                                           AL                      35645         Single Family                                                   8.5                  0.25           1.44
     16963201              16963201         Rockledge                                        FL                      32955         Condominium                                                    6.75                  0.25              0
     16859193              16859193         FORT WORTH                                       TX                      76133         Single Family                                                   8.5                  0.25              0
     16963240              16963240         Charlotte                                        NC                      28273         Single Family                                                  7.25                  0.25              0
     16963272              16963272         GLENDALE                                         AZ                      85308         Single Family                                                 7.625                  0.25           1.01
     16963278              16963278         Converse                                         TX                      78109         PUD                                                             8.5                  0.25           1.11
     16963281              16963281         LUFKIN                                           TX                      75904         Single Family                                                  8.25                  0.25              0
     16963284              16963284         Snellville                                       GA                      30039         Single Family                                                  7.25                  0.25              0
     16859336              16859336         Kennesaw                                         GA                      30152         Townhouse                                                         7                  0.25              0
     16859364              16859364         BEND                                             OR                      97701         Single Family                                                     7                  0.25              0
     16963324              16963324         Burnet                                           TX                      78611         PUD                                                           8.125                  0.25           0.78
     16963333              16963333         Hollywood                                        FL                      33019         Hi-Rise Condo                                                   7.5                  0.25              0
     16965209              16965209         NORCO                                            CA                      92860         Single Family                                                 6.375                  0.25              0
     16859372              16859372         ROCKWELL                                         NC                      28138         Single Family                                                 7.375                  0.25           0.57
     16859417              16859417         PLANO                                            TX                      75025         Single Family                                                     7                  0.25              0
     16859444              16859444         Palmdale                                         CA                      93551         PUD                                                           7.625                  0.25              0
     16859480              16859480         ORLANDO                                          FL                      32804         Single Family                                                 8.125                  0.25           1.19
     16859486              16859486         FRESNO                                           CA                      93726         Single Family                                                   7.5                  0.25           0.72
     16965345              16965345         WHITNEY                                          TX                      76692         Single Family                                                     8                  0.25              0
     16965350              16965350         MOUNT LAUREL TOWNSHIP                            NJ                       8054         Single Family                                                   6.5                  0.25              0
     16965412              16965412         Washington                                       DC                      20007         Single Family                                                 7.375                  0.25              0
     16965421              16965421         PLEASANT GROVE                                   UT                      84062         Condominium                                                     7.5                  0.25              0
     16859559              16859559         Peoria                                           AZ                      85383         Single Family                                                   6.5                  0.25              0
     16859569              16859569         Las Vegas                                        NV                      89117         Condominium                                                   7.125                  0.25              0
     16965474              16965474         SAN ANTONIO                                      TX                      78250         PUD                                                           7.125                  0.25              0
     16965485              16965485         SAN ANTONIO                                      TX                      78245         PUD                                                           7.125                  0.25              0
     16856456              16856456         HOLLY HILL                                       FL                      32117         Single Family                                                 9.375                  0.25              0
     16856555              16856555         DECATUR                                          GA                      30034         Single Family                                                   7.5                  0.25           1.01
     16856578              16856578         LARAMIE                                          WY                      82070         Single Family                                                 7.875                  0.25           0.46
     16856585              16856585         PEMBERTON TOWNSHIP                               NJ                       8015         Single Family                                                  6.75                  0.25              0
     16853248              16853248         Houston                                          TX                      77051         2-4 Family                                                    8.375                  0.25              0
     16853253              16853253         Houston                                          TX                      77035         Single Family                                                 7.875                  0.25           1.19
     16856595              16856595         EAGAN                                            MN                      55121         Single Family                                                     7                  0.25              0
     16856639              16856639         Jacksonville                                     FL                      32207         Single Family                                                 8.875                  0.25           1.11
     16856664              16856664         Calimesa                                         CA                      92320         Single Family                                                 6.375                  0.25              0
     16856689              16856689         RIDGEWOOD                                        NY                      11385         Single Family                                                 7.125                  0.25              0
     16856691              16856691         GUERNEVILLE                                      CA                      95446         2-4 Family                                                        7                  0.25              0
     16856717              16856717         ROSELLE                                          NJ                       7203         2-4 Family                                                        7                  0.25              0
     16853280              16853280         Glendale                                         AZ                      85310         PUD                                                            5.75                  0.25              0
     16856725              16856725         TYLER                                            TX                      75701         Single Family                                                   7.5                  0.25              0
     16856799              16856799         BALTIMORE                                        MD                      21218         Townhouse                                                      8.25                  0.25              0
     16856814              16856814         Atlanta                                          GA                      30331         Single Family                                                 7.625                  0.25              0
     16856818              16856818         MILWAUKEE                                        WI                      53209         Single Family                                                    10                  0.25              0
     16856888              16856888         LAS VEGAS                                        NV                      89129         Single Family                                                 6.875                  0.25              0
     16856955              16856955         Sun City West                                    AZ                      85375         PUD                                                           6.125                  0.25              0
     16856959              16856959         PEARLAND                                         TX                      77584         PUD                                                            7.25                  0.25              0
     16856964              16856964         Phoenix                                          AZ                      85085         PUD                                                           6.875                  0.25              0
     16856993              16856993         WAIPAHU                                          HI                      96797         Single Family                                                 6.625                  0.25              0
     16857004              16857004         Sun City                                         AZ                      85351         Single Family                                                 7.625                  0.25              0
     16857319              16857319         BENTON                                           AR                      72015         Single Family                                                  8.25                  0.25              0
     16857440              16857440         Lincoln Park                                     MI                      48146         Single Family                                                   9.5                  0.25           1.33
     16857457              16857457         GRAND PRAIRIE                                    TX                      75052         Single Family                                                   7.5                  0.25              0
     16857531              16857531         Brownsville                                      TX                      78526         Single Family                                                 8.375                  0.25              0
     16857550              16857550         Clifton                                          NJ                       7013         Single Family                                                   7.5                  0.25           0.65
     16859069              16859069         Rockville                                        MD                      20851         Single Family                                                  6.75                  0.25              0
     16856434              16856434         Greenbelt                                        MD                      20770         Condominium                                                     8.5                  0.25           0.76
     16856442              16856442         DUARTE                                           CA                      91010         PUD                                                           6.875                  0.25              0
     16562630              16562630         ASHEVILLE                                        NC                      28801         Townhouse                                                      6.75                  0.25              0
     16852783              16852783         Lincoln Park                                     MI                      48146         Single Family                                                   8.5                  0.25              0
     16852161              16852161         HARBOR CITY                                      CA                      90710         Condominium                                                     6.5                  0.25              0
     16852194              16852194         LAWRENCEVILLE                                    GA                      30045         Single Family                                                 8.875                  0.25           1.28
     16852917              16852917         DAVIDSONVILLE                                    MD                      21035         Single Family                                                 7.375                  0.25              0
     16852927              16852927         Lake Charles                                     LA                      70601         Single Family                                                     8                  0.25              0
     16852933              16852933         ENUMCLAW                                         WA                      98022         Single Family                                                 7.125                  0.25              0
     16852240              16852240         PORT CHARLOTTE                                   FL                      33948         Single Family                                                 7.375                  0.25              0
     16852257              16852257         Taylor                                           MI                      48180         Single Family                                                   7.5                  0.25              0
     16852261              16852261         Lincoln Park                                     MI                      48146         Single Family                                                   7.5                  0.25              0
     16852327              16852327         Detroit                                          MI                      48235         Single Family                                                 7.375                  0.25           0.48
     16852329              16852329         Duncanville                                      TX                      75137         PUD                                                           7.675                  0.25           0.73
     16852423              16852423         Dallas                                           TX                      75219         Condominium                                                   7.125                  0.25              0
     16853117              16853117         BUCKEYE                                          AZ                      85326         PUD                                                           6.625                  0.25              0
     17026867              17026867         CHICAGO                                          IL                      60625         2-4 Family                                                     6.75                 0.625              0
     17026895              17026895         CINCINNATI                                       OH                      45226         Single Family                                                   6.5                 0.625              0
     17027046              17027046         CLINTON                                          MI                      49236         Single Family                                                  7.75                 0.625              0
     16207435              16207435         BARTOW                                           FL                      33830         Single Family                                                 7.875                  0.25              0
     16839059              16839059         LONG BEACH                                       NY                      11561         Single Family                                                   6.5                  0.25              0
     16857447              16857447         PORTERVILLE                                      CA                      93257         Single Family                                                   6.5                  0.25              0
     16835853              16835853         Cumming                                          GA                      30040         Single Family                                                 6.875                  0.25              0
     16848521              16848521         SARATOGA SPRINGS                                 UT                      84045         Single Family                                                     7                  0.25              0
     16851896              16851896         NAPLES                                           FL                      34117         Single Family                                                  7.25                  0.25              0
     16814168              16814168         Naples                                           FL                      34120         Single Family                                                  7.25                  0.25              0
     16729845              16729845         PEMBROKE PINES                                   FL                      33029         PUD                                                           8.375                  0.25           1.44
     17011040              17011040         FISHKILL                                         NY                      12524         Single Family                                                 6.875                  0.25              0
     17011478              17011478         JONESBORO                                        GA                      30238         Single Family                                                  7.75                  0.25              0
     17011479              17011479         KNOXVILLE                                        TN                      37917         2-4 Family                                                    8.125                  0.25              0
     17011480              17011480         TAMARAC                                          FL                      33319         Condominium                                                    6.75                  0.25              0
     17011483              17011483         GARY                                             IN                      46402         Single Family                                                 8.375                  0.25              0
     17011484              17011484         ATLANTA                                          GA                      30318         Single Family                                                 8.875                  0.25              0
     17011486              17011486         ATLANTA                                          GA                      30316         Single Family                                                  9.25                  0.25              0
     17011493              17011493         SPRING HILL                                      FL                      34606         PUD                                                            8.75                  0.25              0
     17011496              17011496         PHOENIXVILLE                                     PA                      19460         Single Family                                                  9.25                  0.25              0
     17011498              17011498         HARTFORD                                         CT                       6120         2-4 Family                                                        7                  0.25              0
     17011500              17011500         NEWARK                                           NJ                       7106         2-4 Family                                                      9.5                  0.25              0


   LOAN_ID              MSERV                 CURRENT_NET_COUPON                   MATURITY_DATE                   STATED_ORIGINAL_TERM                   STATED_REM_TERM                  AMORT_TERM1                  ORIGINAL_BALANCE
   -------              -----                 ------------------                   -------------                   --------------------                   ---------------                  -----------                  ----------------
     17026506             0.015                                    6.36                     20370101                                      360                               358                        360                             119200
     17026507             0.015                                    5.86                     20370201                                      360                               359                        360                             102400
     17026508             0.015                                    6.86                     20360901                                      360                               354                        360                              86400
     17026510             0.015                                   6.235                     20370101                                      360                               358                        360                              65600
     17026795             0.015                                   7.985                     20370101                                      360                               358                        360                              68000
     17026796             0.015                                   7.985                     20370101                                      360                               358                        360                              66000
     17026797             0.015                                   7.985                     20370101                                      360                               358                        360                              64000
     17026798             0.015                                   7.985                     20370101                                      360                               358                        360                              54400
     17026799             0.015                                   7.985                     20370101                                      360                               358                        360                              50400
     17026800             0.015                                    5.86                     20361201                                      360                               357                        360                             236000
     17026801             0.015                                   6.235                     20370101                                      360                               358                        360                             475000
     17026802             0.015                                    5.61                     20370101                                      360                               358                        360                             183000
     17026803             0.015                                    7.86                     20361201                                      360                               357                        360                              68000
     17026804             0.015                                   6.235                     20361201                                      360                               357                        360                              98500
     17026805             0.015                                    5.61                     20370101                                      360                               358                        360                             140000
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     16980165             0.015                                   6.195                     20370201                                      360                               359                        360                             599000
     16980172             0.015                                    6.86                     20370201                                      360                               359                        360                             321600
     16851813             0.015                                    6.54                     20370201                                      360                               359                        360                              68000
     16857177             0.015                                   7.055                     20370201                                      360                               359                        360                             220900
     16857226             0.015                                   6.235                     20470201                                      360                               359                        480                             370000
     16857253             0.015                                   6.985                     20370201                                      360                               359                        360                             516000
     16857258             0.015                                   6.525                     20470201                                      360                               359                        480                             225000
     16857100             0.015                                   6.485                     20470301                                      360                               359                        480                             136500
     16852544             0.015                                   7.235                     20370201                                      360                               359                        360                             208800
     16852546             0.015                                    7.86                     20370201                                      360                               359                        360                              79920
     16852496             0.015                                    6.86                     20370201                                      360                               359                        360                              73800
     16852623             0.015                                   6.485                     20370201                                      360                               359                        360                             460000
     16912658             0.015                                   6.665                     20370201                                      360                               359                        360                             125000
     16856156             0.015                                   6.485                     20370201                                      360                               359                        360                             272000
     16964986             0.015                                    5.77                     20370201                                      360                               359                        360                             168000
     16965029             0.015                                    6.12                     20370201                                      360                               359                        360                             266000
     16965047             0.015                                   6.735                     20370201                                      360                               359                        360                             116800
     16856197             0.015                                    7.11                     20370201                                      360                               359                        360                             332800
     16964978             0.015                                   6.235                     20470201                                      360                               359                        480                             360000
     16968049             0.015                                    6.61                     20370201                                      360                               359                        360                             296400
     16968030             0.015                                   6.255                     20370201                                      360                               359                        360                             344000
     16970198             0.015                                    6.36                     20370201                                      360                               359                        360                             800000
     16970214             0.015                                   6.575                     20370201                                      360                               359                        360                             275000
     16971805             0.015                                   7.485                     20370201                                      360                               359                        360                             903000
     16971874             0.015                                    6.86                     20470201                                      360                               359                        480                           193316.8
     16847240             0.015                                   6.275                     20370201                                      360                               359                        360                             184500
     16843881             0.015                                   6.735                     20370201                                      360                               359                        360                             200000
     16845396             0.015                                   6.235                     20370201                                      360                               359                        360                             149000
     16845470             0.015                                    5.85                     20370201                                      360                               359                        360                              50000
     16845501             0.015                                    7.71                     20370101                                      360                               358                        360                             280000
     16845516             0.015                                    7.14                     20370201                                      360                               359                        360                             247500
     16847312             0.015                                    6.43                     20370201                                      360                               359                        360                             152000
     16847200             0.015                                    6.78                     20370201                                      360                               359                        360                             166000
     16847207             0.015                                    6.11                     20370201                                      360                               359                        360                             468000
     16848803             0.015                                   6.985                     20470201                                      360                               359                        480                             172000
     16848753             0.015                                   7.235                     20370201                                      360                               359                        360                             583200
     16848812             0.015                                    6.31                     20370201                                      360                               359                        360                              89000
     16848952             0.015                                   7.735                     20370201                                      360                               359                        360                             112000
     16851521             0.015                                    6.01                     20370201                                      360                               359                        360                             110700
     16851489             0.015                                    6.79                     20370201                                      360                               359                        360                              95000
     16851447             0.015                                    8.36                     20370201                                      360                               359                        360                             240000
     16851648             0.015                                   6.485                     20370201                                      360                               359                        360                             108500
     16851565             0.015                                   7.235                     20370201                                      360                               359                        360                             472000
     16851580             0.015                                    7.11                     20370201                                      360                               359                        360                             311200
     16851651             0.015                                    7.61                     20370201                                      360                               359                        360                             460000
     16851709             0.015                                   6.235                     20470201                                      360                               359                        480                             248790
     16851768             0.015                                    6.61                     20370201                                      360                               359                        360                              95400
     16851772             0.015                                   6.485                     20370201                                      360                               359                        360                             208000
     16838437             0.015                                    7.11                     20470201                                      360                               359                        480                             193000
     16845341             0.015                                   6.985                     20370201                                      360                               359                        360                             137600
     16811569             0.015                                   8.235                     20370101                                      360                               358                        360                             370950
     16818788             0.015                                    6.53                     20470101                                      360                               358                        480                             207000
     16818851             0.015                                   6.485                     20370201                                      360                               359                        360                             194400
     16818775             0.015                                    6.61                     20370201                                      360                               359                        360                             318500
     16818961             0.015                                   6.485                     20370201                                      360                               359                        360                             421500
     16823352             0.015                                   6.735                     20370201                                      360                               359                        360                             616000
     16823517             0.015                                    6.86                     20470201                                      360                               359                        480                             188000
     17034721             0.015                                    6.11                     20370201                                      360                               359                        360                             650000
     16802941             0.015                                   6.645                     20370201                                      360                               359                        360                             360000
     16787029             0.015                                    6.86                     20370201                                      360                               359                        360                             207120
     16775713             0.015                                   6.595                     20370101                                      360                               358                        360                             235000
     16764813             0.015                                   6.485                     20370201                                      360                               359                        360                             129600
     16772879             0.015                                    6.36                     20370201                                      360                               359                        360                              98900
     16716205             0.015                                   6.485                     20270201                                      240                               239                        240                             500000
     16696354             0.015                                   8.235                     20370101                                      360                               358                        360                              68000
     16693456             0.015                                   7.225                     20361101                                      360                               356                        360                             164990
     16692412             0.015                                   8.235                     20361101                                      360                               356                        360                              80000
     16709142             0.015                                    6.61                     20470201                                      360                               359                        480                             150000
     16968431             0.015                                    7.27                     20370201                                      360                               359                        360                             190000
     16968439             0.015                                   6.985                     20370201                                      360                               359                        360                             288000
     16968450             0.015                                   7.985                     20361101                                      360                               356                        360                             536000
     16968473             0.015                                   8.545                     20370101                                      360                               358                        360                              95000
     16968509             0.015                                   6.735                     20470201                                      360                               359                        480                             220475
     16965496             0.015                                   6.445                     20370201                                      360                               359                        360                             296400
     16965499             0.015                                    6.86                     20370201                                      360                               359                        360                              76500
     16968575             0.015                                   6.235                     20370201                                      360                               359                        360                             624800
     16968634             0.015                                    7.36                     20370201                                      360                               359                        360                             112000
     16968658             0.015                                    8.36                     20370201                                      360                               359                        360                              41484
     16968720             0.015                                   5.915                     20370201                                      360                               359                        360                             251000
     16968789             0.015                                    8.11                     20370201                                      360                               359                        360                             101500
     16968808             0.015                                   7.265                     20370201                                      360                               359                        360                             159600
     16968861             0.015                                    8.11                     20370201                                      360                               359                        360                              79200
     16970471             0.015                                    7.11                     20361101                                      360                               356                        360                             188000
     16970487             0.015                                    7.36                     20361101                                      360                               356                        360                             184000
     16970528             0.015                                    6.61                     20361201                                      360                               357                        360                             516000
     16970538             0.015                                    7.36                     20361201                                      360                               357                        360                             119200
     16970546             0.015                                   7.235                     20370201                                      360                               359                        360                              74400
     16970547             0.015                                   6.355                     20370201                                      360                               359                        360                             177000
     16970588             0.015                                     6.4                     20370101                                      360                               358                        360                             300000
     16970626             0.015                                    7.49                     20370101                                      360                               358                        360                             369000
     16970669             0.015                                    9.61                     20370201                                      360                               359                        360                             176000
     16970671             0.015                                   6.485                     20370201                                      360                               359                        360                              63600
     16970686             0.015                                   7.485                     20370101                                      360                               358                        360                              59200
     16970707             0.015                                     7.5                     20370201                                      360                               359                        360                             159000
     16965592             0.015                                    6.61                     20370201                                      360                               359                        360                             384000
     16968309             0.015                                   7.235                     20370201                                      360                               359                        360                              84000
     16968359             0.015                                    7.86                     20361201                                      360                               357                        360                              84000
     16968384             0.015                                   6.235                     20370201                                      360                               359                        360                             106500
     16968413             0.015                                   6.045                     20370201                                      360                               359                        360                             168800
     16859611             0.015                                    6.86                     20370201                                      360                               359                        360                              76000
     16859665             0.015                                    6.61                     20370201                                      360                               359                        360                             449659
     16859672             0.015                                    6.86                     20370201                                      360                               359                        360                             192000
     16962968             0.015                                   8.235                     20370201                                      360                               359                        360                             364000
     16963001             0.015                                   5.985                     20470101                                      360                               358                        480                             421329
     16859161             0.015                                   6.485                     20370201                                      360                               359                        360                             215500
     16963127             0.015                                   7.905                     20370201                                      360                               359                        360                             116850
     16963128             0.015                                   6.485                     20470201                                      360                               359                        480                             238000
     16963145             0.015                                   6.795                     20370101                                      360                               358                        360                             139000
     16963201             0.015                                   6.485                     20370201                                      360                               359                        360                             118930
     16859193             0.015                                   8.235                     20370201                                      360                               359                        360                              69200
     16963240             0.015                                   6.985                     20370201                                      360                               359                        360                              60000
     16963272             0.015                                    6.35                     20370201                                      360                               359                        360                             575000
     16963278             0.015                                   7.125                     20370101                                      360                               358                        360                             129700
     16963281             0.015                                   7.985                     20370201                                      360                               359                        360                             108000
     16963284             0.015                                   6.985                     20370201                                      360                               359                        360                             124000
     16859336             0.015                                   6.735                     20370101                                      360                               358                        360                             148000
     16859364             0.015                                   6.735                     20370201                                      360                               359                        360                             242400
     16963324             0.015                                    7.08                     20370101                                      360                               358                        360                              63000
     16963333             0.015                                   7.235                     20370201                                      360                               359                        360                             980000
     16965209             0.015                                    6.11                     20361201                                      360                               357                        360                             257000
     16859372             0.015                                    6.54                     20370201                                      360                               359                        360                             203000
     16859417             0.015                                   6.735                     20370201                                      360                               359                        360                             112000
     16859444             0.015                                    7.36                     20470201                                      360                               359                        480                             468000
     16859480             0.015                                    6.67                     20370201                                      360                               359                        360                             208000
     16859486             0.015                                   6.515                     20370201                                      360                               359                        360                             239500
     16965345             0.015                                   7.735                     20370101                                      360                               358                        360                              60152
     16965350             0.015                                   6.235                     20370301                                      360                               360                        360                             580000
     16965412             0.015                                    7.11                     20370201                                      360                               359                        360                            1325000
     16965421             0.015                                   7.235                     20370201                                      360                               359                        360                              96000
     16859559             0.015                                   6.235                     20370201                                      360                               359                        360                             473289
     16859569             0.015                                    6.86                     20370201                                      360                               359                        360                             156261
     16965474             0.015                                    6.86                     20370201                                      360                               359                        360                              81750
     16965485             0.015                                    6.86                     20370201                                      360                               359                        360                              75750
     16856456             0.015                                    9.11                     20370201                                      360                               359                        360                             125600
     16856555             0.015                                   6.225                     20370101                                      360                               358                        360                             165000
     16856578             0.015                                    7.15                     20361001                                      360                               355                        360                             125000
     16856585             0.015                                   6.485                     20370101                                      360                               358                        360                             200000
     16853248             0.015                                    8.11                     20370201                                      360                               359                        360                             217600
     16853253             0.015                                    6.42                     20370101                                      360                               358                        360                             205000
     16856595             0.015                                   6.735                     20370201                                      360                               359                        360                             512000
     16856639             0.015                                     7.5                     20370201                                      360                               359                        360                             160000
     16856664             0.015                                    6.11                     20470101                                      360                               359                        480                             199000
     16856689             0.015                                    6.86                     20370201                                      360                               359                        360                             316800
     16856691             0.015                                   6.735                     20370201                                      360                               359                        360                             250000
     16856717             0.015                                   6.735                     20370201                                      360                               359                        360                             395000
     16853280             0.015                                   5.485                     20370101                                      360                               358                        360                             535140
     16856725             0.015                                   7.235                     20370201                                      360                               359                        360                              82400
     16856799             0.015                                   7.985                     20370101                                      360                               358                        360                             250000
     16856814             0.015                                    7.36                     20370101                                      360                               358                        360                             116250
     16856818             0.015                                   9.735                     20370201                                      360                               359                        360                              74400
     16856888             0.015                                    6.61                     20370201                                      360                               359                        360                             527800
     16856955             0.015                                    5.86                     20370201                                      360                               359                        360                             170000
     16856959             0.015                                   6.985                     20370201                                      360                               359                        360                             102000
     16856964             0.015                                    6.61                     20370201                                      360                               359                        360                             239567
     16856993             0.015                                    6.36                     20470201                                      360                               359                        480                             552000
     16857004             0.015                                    7.36                     20370201                                      360                               359                        360                             107200
     16857319             0.015                                   7.985                     20370201                                      360                               359                        360                              90000
     16857440             0.015                                   7.905                     20370201                                      360                               359                        360                              64000
     16857457             0.015                                   7.235                     20370201                                      360                               359                        360                             150400
     16857531             0.015                                    8.11                     20370201                                      360                               359                        360                             112000
     16857550             0.015                                   6.585                     20370201                                      360                               359                        360                             396000
     16859069             0.015                                   6.485                     20370201                                      360                               359                        360                             454500
     16856434             0.015                                   7.475                     20370201                                      360                               359                        360                             200000
     16856442             0.015                                    6.61                     20470201                                      360                               359                        480                             499200
     16562630             0.015                                   6.485                     20360901                                      360                               354                        360                             200000
     16852783             0.015                                   8.235                     20370201                                      360                               359                        360                              40000
     16852161             0.015                                   6.235                     20370201                                      360                               359                        360                             126000
     16852194             0.015                                    7.33                     20370201                                      360                               359                        360                             197500
     16852917             0.015                                    7.11                     20370201                                      360                               359                        360                             722000
     16852927             0.015                                   7.735                     20370201                                      360                               359                        360                              95950
     16852933             0.015                                    6.86                     20370201                                      360                               359                        360                             210400
     16852240             0.015                                    7.11                     20370201                                      360                               359                        360                             123600
     16852257             0.015                                   7.235                     20370201                                      360                               359                        360                              38500
     16852261             0.015                                   7.235                     20370201                                      360                               359                        360                              38000
     16852327             0.015                                    6.63                     20361201                                      360                               357                        360                             127000
     16852329             0.015                                    6.68                     20361101                                      360                               356                        360                             346200
     16852423             0.015                                    6.86                     20370201                                      360                               359                        360                              65600
     16853117             0.015                                    6.36                     20370201                                      360                               359                        360                              50350
     17026867             0.015                                    6.11                     20361201                                      360                               357                        360                             330000
     17026895             0.015                                    5.86                     20370101                                      360                               358                        360                             102600
     17027046             0.015                                    7.11                     20370201                                      360                               359                        360                             140000
     16207435             0.015                                    7.61                     20360601                                      360                               351                        360                             156000
     16839059             0.015                                   6.235                     20370101                                      360                               358                        360                             350000
     16857447             0.015                                   6.235                     20361101                                      360                               356                        360                             125000
     16835853             0.015                                    6.61                     20370101                                      360                               358                        360                             296824
     16848521             0.015                                   6.735                     20361201                                      360                               357                        360                             650000
     16851896             0.015                                   6.985                     20370101                                      360                               358                        360                             217000
     16814168             0.015                                   6.985                     20370101                                      360                               358                        360                             262500
     16729845             0.015                                    6.67                     20361201                                      360                               357                        360                             345000
     17011040             0.015                                    6.61                     20370101                                      360                               358                        360                             217000
     17011478             0.015                                   7.485                     20461201                                      360                               356                        480                              86250
     17011479             0.015                                    7.86                     20361201                                      360                               357                        360                              91324
     17011480             0.015                                   6.485                     20461201                                      360                               357                        480                             176000
     17011483             0.015                                    8.11                     20370101                                      360                               358                        360                              75000
     17011484             0.015                                    8.61                     20470101                                      360                               358                        480                             105000
     17011486             0.015                                   8.985                     20470101                                      360                               357                        480                             144000
     17011493             0.015                                   8.485                     20470101                                      360                               358                        480                             201600
     17011496             0.015                                   8.985                     20470101                                      360                               358                        480                              69600
     17011498             0.015                                   6.735                     20370101                                      360                               358                        360                             164800
     17011500             0.015                                   9.235                     20370101                                      360                               358                        360                             240000


   LOAN_ID                FIRST_PAY_DATE               PAYMENT                CURRENT_BALANCE                   LOAN_TO_VALUE                        MI                             MERS_ID1                   MARGIN
   -------                --------------               -------                ---------------                   -------------                        --                             --------                   ------
     17026506                       20070201               793.04                         119004.01                            80         No MI                                                                        0
     17026507                       20070301               647.24                         102307.43                            80         No MI                                                                        0
     17026508                       20061001               604.12                          86009.22                   71.69999695         No MI                                                                        0
     17026510                       20070201               430.95                          65489.45                            80         No MI                                                                        0
     17026795                       20070201                528.9                          67919.41                            80         No MI                                                                        0
     17026796                       20070201               513.34                          65921.79                   77.65000153         No MI                                                                        0
     17026797                       20070201               497.79                          63924.15                            80         No MI                                                                        0
     17026798                       20070201               423.12                          54335.53                   79.41999817         No MI                                                                        0
     17026799                       20070201               392.01                          50340.27                            80         No MI                                                                        0
     17026800                       20070101              1491.68                         235226.47                            80         No MI                                                                        0
     17026801                       20070201              3120.41                          474199.6                   74.22000122         No MI                                                                        0
     17026802                       20070201              1126.76                         182651.83                   66.55000305         No MI                                                                        0
     17026803                       20070101               522.86                          67875.54                   79.06999969         No MI                                                                        0
     17026804                       20070101               647.07                          98106.78                   84.19000244         Radian Guaranty                                                              0
     17026805                       20070201                  862                         139733.64                   48.27999878         No MI                                                                        0
     17026806                       20070201               956.67                            164000                   52.90000153         No MI                                                                        0
     17026808                       20070201               945.98                         143757.35                            80         No MI                                                                        0
     17026810                       20070201               1135.5                         172558.74                   51.59999847         No MI                                                                        0
     17026811                       20070101               6016.5                         916799.58                   79.47000122         No MI                                                                        0
     17026812                       20070301               774.95                         113511.38                            80         No MI                                                                        0
     17026813                       20070101               478.26                          68246.76                            90         PMI                                                                          0
     17026814                       20070201              2478.26                         376614.32                            75         No MI                                                                        0
     17026815                       20070201               350.24                          53706.76                            90         Radian Guaranty                                                              0
     17026816                       20070201              1615.82                         258518.96                   72.13999939         No MI                                                                        0
     17026818                       20070101               947.66                          147606.1                            80         No MI                                                                        0
     17026819                       20070101               870.08                         119750.63                            75         No MI                                                                        0
     17026820                       20070101              1738.18                         274249.15                   61.11000061         No MI                                                                        0
     17026821                       20070201               760.47                         109936.92                            95         Radian Guaranty                                                              0
     17026822                       20070201               270.14                          39538.03                            80         No MI                                                                        0
     17026823                       20070201               869.73                         137350.53                            80         No MI                                                                        0
     17026824                       20070301               424.12                          59158.21                            80         No MI                                                                        0
     17026825                       20070201               651.03                         102813.27                   42.74000168         No MI                                                                        0
     17026826                       20070101              1233.41                         176001.27                            70         No MI                                                                        0
     17026827                       20070201                578.5                          80635.65                            95         Mortgage Guaranty In                                                         0
     17026828                       20070101               573.92                           90552.4                            80         No MI                                                                        0
     17026830                       20070201              1940.31                         287538.01                            80         No MI                                                                        0
     17026831                       20070201              4143.75                            780000                   63.15999985         No MI                                                                        0
     17026832                       20070201               735.23                         111731.42                            80         No MI                                                                        0
     17026834                       20070201               923.44                         138571.79                   66.09999847         No MI                                                                        0
     17026835                       20070101               260.95                          34784.74                   35.70999908         No MI                                                                        0
     17026836                       20070201               1473.5                         215661.98                            80         No MI                                                                        0
     17026837                       20070201               266.79                          40034.06                   49.50999832         No MI                                                                        0
     17026838                       20070201              1500.79                         219655.15                   77.19000244         No MI                                                                        0
     17026839                       20070201               456.82                          75611.34                   72.37999725         No MI                                                                        0
     17026840                       20070101               727.89                          98998.99                            80         No MI                                                                        0
     17026841                       20070101               1218.6                          185029.8                            70         No MI                                                                        0
     17026842                       20070101               745.07                         103778.37                            80         No MI                                                                        0
     17026843                       20070201               895.25                         143233.48                            70         No MI                                                                        0
     17026844                       20070201               794.31                         117710.19                   44.49000168         No MI                                                                        0
     17026845                       20070301              1944.35                         319688.98                            80         No MI                                                                        0
     17026846                       20070201              1061.69                         149782.19                   73.16999817         No MI                                                                        0
     17026847                       20070201              1862.59                            313700                   73.80999756         No MI                                                                        0
     17026848                       20070301               462.52                          69463.01                            80         No MI                                                                        0
     17026849                       20070201               758.75                         115305.38                   73.09999847         No MI                                                                        0
     17026850                       20070201               686.23                          89891.85                            95         PMI                                                                          0
     17026851                       20070101               871.54                         114449.69                            85         Mortgage Guaranty In                                                         0
     17026852                       20070201              2235.42                         335447.55                            80         No MI                                                                        0
     17026853                       20070201               1443.9                         203703.76                            85         PMI                                                                          0
     17026854                       20070201               764.04                         101569.85                            90         Radian Guaranty                                                              0
     17026855                       20070201               590.84                          84374.18                   68.69999695         No MI                                                                        0
     17026856                       20070201               478.47                          67501.83                            80         No MI                                                                        0
     17026857                       20070201              1280.62                         199646.12                   71.43000031         No MI                                                                        0
     17026858                       20070201               641.67                            110000                   69.86000061         No MI                                                                        0
     17026859                       20070201                247.8                          38631.53                            90         Mortgage Guaranty In                                                         0
     17026860                       20070101               870.44                         128888.21                            95         PMI                                                                          0
     17026861                       20070201                926.1                         138971.13                            80         No MI                                                                        0
     17026862                       20070101               1046.7                         165003.95                            80         No MI                                                                        0
     17026863                       20070101               1099.8                         173525.54                   74.04000092         No MI                                                                        0
     17026864                       20070201               831.01                         126286.85                   72.69999695         No MI                                                                        0
     17026865                       20070101               1255.2                         183465.89                   89.76000214         Radian Guaranty                                                              0
     17026866                       20070201              1840.63                            310000                          77.5         No MI                                                                        0
     17026868                       20070201              1306.67                            224000                            80         No MI                                                                        0
     17026869                       20070201                646.5                         104800.24                   31.34000015         No MI                                                                        0
     17026870                       20070201              1893.33                         306914.94                            75         No MI                                                                        0
     17026871                       20070201               485.08                           71884.5                            80         No MI                                                                        0
     17026872                       20070201              1943.35                         310920.88                   79.87000275         No MI                                                                        0
     17026873                       20070101              1606.75                         221139.49                            80         No MI                                                                        0
     17026874                       20070201               485.08                           71884.5                            80         No MI                                                                        0
     17026875                       20070201               944.36                         145348.57                   79.12999725         No MI                                                                        0
     17026876                       20070301               222.75                          29980.38                            80         No MI                                                                        0
     17026877                       20070201               461.66                          65926.69                            95         Radian Guaranty                                                              0
     17026878                       20070201                  935                            176000                            80         No MI                                                                        0
     17026879                       20070301               759.12                          97542.38                            80         No MI                                                                        0
     17026880                       20070201              1087.16                         171688.17                            80         No MI                                                                        0
     17026881                       20070101               761.55                          95552.84                            90         Mortgage Guaranty In                                                         0
     17026883                       20070201              1643.87                          243608.6                            80         No MI                                                                        0
     17026884                       20070101               370.55                          54867.25                   64.70999908         No MI                                                                        0
     17026885                       20070301               343.13                          54949.06                   47.83000183         No MI                                                                        0
     17026886                       20070201               2781.1                         439183.31                   63.77000046         No MI                                                                        0
     17026887                       20070201              2346.69                         343343.62                            80         No MI                                                                        0
     17026888                       20070201               818.61                         119812.21                   77.41999817         No MI                                                                        0
     17026889                       20070201                375.9                          56407.09                   79.01999664         No MI                                                                        0
     17026890                       20070201              2528.39                            346750                            95         Radian Guaranty                                                              0
     17026891                       20070201               722.62                         109807.27                            80         No MI                                                                        0
     17026892                       20070201               767.29                         116603.19                            80         No MI                                                                        0
     17026893                       20070201               985.87                         151620.52                            80         No MI                                                                        0
     17026894                       20070201              1624.09                         249967.61                            80         No MI                                                                        0
     17026896                       20070201              1910.12                         293991.46                            95         Radian Guaranty                                                              0
     17026897                       20070201               710.54                         109360.83                            70         No MI                                                                        0
     17026898                       20070201              1389.57                         229997.88                   76.66999817         No MI                                                                        0
     17026899                       20070201               544.29                          72357.29                            90         PMI                                                                          0
     17026900                       20070301              8493.52                        1199131.48                            75         No MI                                                                        0
     17026901                       20070201               722.62                         109814.65                   74.31999969         No MI                                                                        0
     17026902                       20070201              1347.44                         199679.17                            80         No MI                                                                        0
     17026905                       20070101               823.51                         131631.27                            80         No MI                                                                        0
     17026906                       20070201              1016.48                         134456.17                            54         No MI                                                                        0
     17026907                       20070201              1293.54                         191692.01                            80         No MI                                                                        0
     17026908                       20070201              2964.36                         439294.19                            80         No MI                                                                        0
     17026909                       20070301              1691.94                         270948.81                            80         No MI                                                                        0
     17026910                       20070301              2779.87                         407182.11                   79.98999786         No MI                                                                        0
     17026911                       20070201              1790.13                          275523.4                            80         No MI                                                                        0
     17026913                       20070201               632.04                           94843.8                            76         No MI                                                                        0
     17026914                       20070201               687.63                         100642.26                            80         No MI                                                                        0
     17026915                       20070201               704.01                         103038.49                            80         No MI                                                                        0
     17026916                       20070201               557.79                           85851.5                   63.24000168         No MI                                                                        0
     17026917                       20070201              1112.44                         175680.92                            80         No MI                                                                        0
     17026918                       20070201               344.89                          52411.53                   22.82999992         No MI                                                                        0
     17026919                       20070201               856.44                          123810.7                   74.47000122         No MI                                                                        0
     17026920                       20070201               747.51                         115050.98                   69.84999847         No MI                                                                        0
     17026921                       20070201              1764.19                         271494.29                            80         No MI                                                                        0
     17026753                       20070101              1247.17                         156480.21                            95         Radian Guaranty                                                              0
     17026754                       20070201               635.42                          91859.57                            80         No MI                                                                        0
     17026755                       20070301               638.89                          95951.29                   63.58000183         No MI                                                                        0
     17026756                       20070201               578.49                          84667.28                            80         No MI                                                                        0
     17026758                       20070201              1219.36                         187675.37                            80         No MI                                                                        0
     17026759                       20070201               814.59                         123791.06                            80         No MI                                                                        0
     17026760                       20070101              5058.35                         768048.18                            70         No MI                                                                        0
     17026761                       20070101               404.52                          63703.97                   47.40999985         No MI                                                                        0
     17026762                       20070201              3329.02                         487236.32                            80         No MI                                                                        0
     17026763                       20070101               541.97                          82290.87                   69.91999817         No MI                                                                        0
     17026766                       20070101                415.8                          55889.36                            80         No MI                                                                        0
     17026767                       20070201               819.83                         126181.73                            80         No MI                                                                        0
     17026768                       20070201               646.56                          90122.19                            95         Radian Guaranty                                                              0
     17026769                       20070101              1046.16                         158846.32                            65         No MI                                                                        0
     17026770                       20070101               859.54                         125703.35                            90         Radian Guaranty                                                              0
     17026771                       20070201              1414.81                         209627.74                   68.62999725         No MI                                                                        0
     17026772                       20070201               499.42                          76867.04                   48.13000107         No MI                                                                        0
     17026773                       20070201              4429.73                         624941.18                            90         Radian Guaranty                                                              0
     17026774                       20070201               981.95                         165660.69                          76.5         No MI                                                                        0
     17026775                       20070201              1672.45                          264120.3                            70         No MI                                                                        0
     17026776                       20070101               998.19                         158705.48                   50.95999908         No MI                                                                        0
     17026777                       20070201              3014.96                         476135.24                   49.68999863         No MI                                                                        0
     17026778                       20070201               851.58                         126197.24                            80         No MI                                                                        0
     17026779                       20070201               798.36                         119802.71                            80         No MI                                                                        0
     17026780                       20070201               148.73                          18883.16                            95         Radian Guaranty                                                              0
     17026781                       20070101               534.26                          84267.65                   52.83000183         No MI                                                                        0
     17026782                       20070101              1253.58                         181083.12                   75.62999725         No MI                                                                        0
     17026783                       20070101               502.81                          72631.89                            80         No MI                                                                        0
     17026784                       20070201              1276.44                         196460.17                            80         No MI                                                                        0
     17026785                       20070201               840.94                         126174.01                            80         No MI                                                                        0
     17026786                       20070201              2344.97                         370327.41                   79.77999878         No MI                                                                        0
     17026787                       20070101               272.69                          38898.83                   28.05999947         No MI                                                                        0
     17026788                       20070201              1509.84                         244750.45                   78.59999847         No MI                                                                        0
     17026789                       20070101                  360                             64000                            80         No MI                                                                        0
     17026790                       20070101               727.62                         107739.35                            80         No MI                                                                        0
     17026791                       20070201               911.25                            162000                            90         Radian Guaranty                                                              0
     17026792                       20070201               979.71                         154718.98                   37.34999847         No MI                                                                        0
     17026793                       20070201               875.61                         134766.88                   64.29000092         No MI                                                                        0
     17026794                       20070201                528.9                          67919.41                            80         No MI                                                                        0
     17026720                       20070101               783.07                         107775.57                            80         No MI                                                                        0
     17026721                       20070201               758.13                          121294.3                            80         No MI                                                                        0
     17026722                       20070101               430.72                          61461.98                            80         No MI                                                                        0
     17026726                       20070101              2154.91                         311283.38                   77.80999756         No MI                                                                        0
     17026728                       20070201              2069.33                          314469.2                   74.12000275         No MI                                                                        0
     17026729                       20070201               428.16                          68502.54                   52.79000092         No MI                                                                        0
     17026730                       20070301                571.7                          79743.68                            95         Radian Guaranty                                                              0
     17026731                       20070101               668.34                          83857.68                            80         No MI                                                                        0
     17026732                       20070101              1858.11                         240576.93                   71.48999786         No MI                                                                        0
     17026734                       20070201               923.59                         117262.99                   79.98000336         No MI                                                                        0
     17026735                       20070101                832.4                         129654.03                   59.09000015         No MI                                                                        0
     17026736                       20070101               504.52                          76605.33                            80         No MI                                                                        0
     17026737                       20070101              2069.22                            389500                            95         Radian Guaranty                                                              0
     17026738                       20070101               695.27                         109700.06                   63.95000076         No MI                                                                        0
     17026740                       20070101               640.31                          99733.86                            80         No MI                                                                        0
     17026742                       20070101               699.21                          99775.98                   66.66999817         No MI                                                                        0
     17026744                       20070201               472.46                          71798.82                            80         No MI                                                                        0
     17026745                       20070301               424.82                          53968.93                            90         Mortgage Guaranty In                                                         0
     17026746                       20070201               316.04                          49910.35                   51.06999969         No MI                                                                        0
     17026748                       20070301              1306.23                         203820.02                            80         No MI                                                                        0
     17026750                       20070101               464.04                          63867.01                            80         No MI                                                                        0
     17026751                       20070101              1705.44                         249411.39                   76.44999695         No MI                                                                        0
     17026752                       20070201              1576.63                         239595.58                   42.11000061         No MI                                                                        0
     16803651                       20070301                932.1                         119769.25                            80         No MI                                              1.00E+17                  0
     16803278                       20070201              1980.76                         266419.81                           100         PMI                                                1.00E+17                  0
     16803411                       20070201              4144.58                            710500                            70         No MI                                              1.00E+17                  0
     16801777                       20070201               491.67                             80000                            80         No MI                                              1.00E+17                  0
     16798808                       20070201               745.28                         109078.61                            95         PMI                                                1.00E+17                  0
     16798817                       20070201              1057.79                         135838.84                           100         PMI                                                1.00E+17                  0
     16798640                       20070201              1194.37                            220500                            90         Republic MIC                                       1.00E+17                  0
     16798571                       20070301                 1400                            240000                            80         No MI                                              1.00E+17                  0
     16798587                       20070201              3578.14                          543726.8                            90         GE Capital MI                                      1.00E+17                  0
     16791124                       20070201              3718.67                          537588.1                            80         No MI                                              1.00E+17                  0
     17026986                       20070201              2532.14                         341576.33                   59.65000153         No MI                                                                        0
     17013167                       20070301              1819.99                            312000                            78         No MI                                                                        0
     16844802                       20070201              1781.76                         249364.62                   97.83999634         PMI                                                1.00E+17                  0
     16844814                       20070201               945.98                         143757.35                            90         GE Capital MI                                      1.00E+17                  0
     16844827                       20070201              1270.85                         183719.11                            80         No MI                                              1.00E+17                  0
     17055840                       20070201              1333.14                         195118.18                            80         No MI                                              1.00E+17                  0
     17044082                       20070201              3338.55                         507348.64                            80         No MI                                              1.00E+17                  0
     17048138                       20070301               483.97                          56706.53                            80         No MI                                              1.00E+17                  0
     17042516                       20070201              1807.29                         289151.95                            80         No MI                                              1.00E+17                  0
     17034421                       20070301              1049.23                         165849.94                   53.11999893         No MI                                              1.00E+17                  0
     17034622                       20070301              2018.75                            340000                            80         No MI                                              1.00E+17                  0
     17027556                       20070301               1039.5                            184800                            80         No MI                                              1.00E+17                  0
     17022119                       20070301              1575.83                            244000                            80         No MI                                              1.00E+17                  0
     17015156                       20070201               870.08                          119834.3                   61.54000092         No MI                                              1.00E+17                  0
     17016360                       20070301              2813.97                         444797.53                   74.19999695         No MI                                              1.00E+17                  0
     17021081                       20070101              2124.38                            339900                            80         No MI                                              1.00E+17                  0
     17014793                       20070301              1869.08                            338550                   51.77000046         No MI                                              1.00E+17                  0
     17014795                       20070301              3009.46                         469585.33                         52.75         No MI                                              1.00E+17                  0
     17014797                       20070301               929.46                         119429.45                   99.98000336         PMI                                                1.00E+17                  0
     17014800                       20070301              1200.63                          175862.7                            80         No MI                                              1.00E+17                  0
     17014804                       20070301               1942.5                            388500                            70         No MI                                              1.00E+17                  0
     17014962                       20070301                 2295                            408000                            80         No MI                                              1.00E+17                  0
     17014965                       20070301              2955.44                         479544.56                          45.5         No MI                                              1.00E+17                  0
     17014983                       20070301              1010.95                            159100                   79.98999786         No MI                                              1.00E+17                  0
     17015005                       20070301              1274.65                            179950                   74.98000336         No MI                                              1.00E+17                  0
     17012812                       20070301              1310.08                            159200                            80         No MI                                              1.00E+17                  0
     17012898                       20070301              1131.43                          176544.1                            95         PMI                                                1.00E+17                  0
     17013454                       20070301                  840                            128000                            80         No MI                                              1.00E+17                  0
     17013482                       20070301              1609.78                         287860.22                            80         No MI                                              1.00E+17                  0
     17013606                       20070301              1476.56                            283500                   55.59000015         No MI                                              1.00E+17                  0
     17013633                       20070101                 3190                         463999.61                            80         No MI                                              1.00E+17                  0
     17012736                       20070101               685.63                          93250.65                            80         No MI                                              1.00E+17                  0
     17012778                       20070301               726.62                          94442.76                            90         PMI                                                1.00E+17                  0
     17012786                       20070301              1666.31                            288869                   42.81000137         No MI                                              1.00E+17                  0
     17011324                       20070301              1785.33                            329600                            80         No MI                                              1.00E+17                  0
     17011341                       20070301              1318.96                            243500                   31.21999931         No MI                                              1.00E+17                  0
     17009182                       20070301              1202.65                         171872.35                            80         No MI                                              1.00E+17                  0
     17009238                       20070301              1283.33                            220000                            80         No MI                                              1.00E+17                  0
     17009282                       20070301              2392.69                            364600                   51.06000137         No MI                                              1.00E+17                  0
     17010990                       20070301              1024.91                         180440.32                   63.22999954         No MI                                              1.00E+17                  0
     17011087                       20070301              2162.54                            346007                           100         PMI                                                1.00E+17                  0
     17011090                       20070301              1214.17                            188000                   79.16000366         No MI                                              1.00E+17                  0
     17011200                       20070301              1866.67                            256000                            80         No MI                                              1.00E+17                  0
     17011207                       20070301              2921.87                            510000                   62.20000076         No MI                                              1.00E+17                  0
     17004910                       20070101              2548.06                         359213.34                            96         PMI                                                1.00E+17                  0
     17004913                       20070101              3825.52                            565000                           100         PMI                                                1.00E+17                  0
     17004916                       20070101              1317.17                         202790.01                           100         PMI                                                1.00E+17                  0
     17004926                       20061201              1928.37                          284645.6                           100         PMI                                                1.00E+17                  0
     17004931                       20070101               448.42                          56900.91                            95         PMI                                                1.00E+17                  0
     17004935                       20070201               1064.1                         139824.45                           100         PMI                                                1.00E+17                  0
     17004943                       20070101              1106.25                            180000                            80         No MI                                              1.00E+17                  0
     17005027                       20070301              1136.45                         147710.47                           100         PMI                                                1.00E+17                  0
     17005106                       20070201               1297.2                         199654.63                            80         No MI                                              1.00E+17                  0
     17005146                       20070301              2082.34                         305011.88                   70.98999786         No MI                                              1.00E+17                  0
     17008957                       20070301              1685.53                         287773.93                            80         No MI                                              1.00E+17                  0
     17008986                       20070301              1659.22                         266898.28                   50.86000061         No MI                                              1.00E+17                  0
     17004798                       20070301              1125.39                         158884.92                            80         No MI                                              1.00E+17                  0
     17004801                       20070201              1922.28                         249696.03                           100         PMI                                                1.00E+17                  0
     17004825                       20070201               990.91                          139796.7                   99.29000092         PMI                                                1.00E+17                  0
     17004868                       20070201               746.82                         102857.77                           100         PMI                                                1.00E+17                  0
     17004870                       20070201              1572.09                         219129.25                           100         PMI                                                                          0
     17004874                       20070201               862.83                         118835.68                           100         PMI                                                1.00E+17                  0
     17004888                       20070301                  550                             88000                            80         No MI                                              1.00E+17                  0
     17004891                       20070301              1911.22                         286308.61                            80         No MI                                              1.00E+17                  0
     17004892                       20070101               578.95                          82614.49                            90         PMI                                                1.00E+17                  0
     17004898                       20061201               462.75                           66794.2                           100         PMI                                                1.00E+17                  0
     17004902                       20070101               775.59                          105485.8                   98.79000092         PMI                                                1.00E+17                  0
     17004772                       20070301               800.43                         118712.99                            80         No MI                                              1.00E+17                  0
     17004774                       20070101               703.96                            109000                   88.91000366         PMI                                                1.00E+17                  0
     17004778                       20070301              1578.56                         198288.77                            80         No MI                                              1.00E+17                  0
     17004783                       20070301               638.58                           84945.8                           100         PMI                                                1.00E+17                  0
     17003330                       20070301              2326.65                            385100                   88.52999878         PMI                                                1.00E+17                  0
     17003368                       20061201               492.83                          65430.94                            80         No MI                                              1.00E+17                  0
     17004667                       20070301              2668.65                            465800                            85         Republic MIC                                       1.00E+17                  0
     17004670                       20070301               916.67                            160000                   22.06999969         No MI                                              1.00E+17                  0
     17004672                       20070301              1342.92                            234400                            80         No MI                                              1.00E+17                  0
     17004707                       20061201               691.54                          107517.1                            80         No MI                                              1.00E+17                  0
     17004721                       20070301              1874.25                            285600                            80         No MI                                              1.00E+17                  0
     17004751                       20070201               672.68                             79921                   88.88999939         PMI                                                1.00E+17                  0
     17002237                       20070301              1131.04                            178000                           100         PMI                                                1.00E+17                  0
     17002260                       20070301                837.1                         121107.78                   79.98000336         No MI                                              1.00E+17                  0
     17002277                       20070301              1018.24                         154869.78                   73.98999786         No MI                                              1.00E+17                  0
     17002313                       20070301              2709.25                         311858.25                            80         No MI                                              1.00E+17                  0
     17002333                       20070301              7520.45                        1173463.77                            75         No MI                                              1.00E+17                  0
     17003231                       20070301              4331.05                          712107.2                            80         No MI                                              1.00E+17                  0
     16823965                       20070201               459.87                          55233.95                            95         PMI                                                1.00E+17                  0
     16848649                       20070201              5587.48                         882397.37                            80         No MI                                              1.00E+17                  0
     16990197                       20070301                  637                            109200                            80         No MI                                              1.00E+17                  0
     17002199                       20070301               876.85                         119419.82                           100         PMI                                                1.00E+17                  0
     17000380                       20070301              1950.41                         318374.33                   64.59999847         No MI                                              1.00E+17                  0
     17000393                       20070301              1486.87                            234000                           100         PMI                                                1.00E+17                  0
     17000401                       20070301              1474.51                            239920                            80         No MI                                              1.00E+17                  0
     17000436                       20070301              3380.21                            550000                   64.70999908         No MI                                              1.00E+17                  0
     17000447                       20070301              1804.17                            314910                            90         GE Capital MI                                      1.00E+17                  0
     17001919                       20070301               262.32                          35726.01                            65         No MI                                              1.00E+17                  0
     17002004                       20070301             12641.36                        1998191.97                   62.99000168         No MI                                              1.00E+17                  0
     17002013                       20070201               659.98                           99036.9                            80         No MI                                              1.00E+17                  0
     17002027                       20070301               975.51                         142888.45                   87.34999847         GE Capital MI                                      1.00E+17                  0
     17002078                       20070301               933.35                         119929.15                            80         No MI                                              1.00E+17                  0
     17002094                       20070301              2826.25                            532000                   58.45999908         No MI                                              1.00E+17                  0
     17000319                       20070301              1136.02                         152899.92                            90         Radian Guaranty                                    1.00E+17                  0
     17000336                       20070301              1063.77                         166240.96                   79.98999786         No MI                                              1.00E+17                  0
     16995158                       20070301              1342.69                            230176                            80         No MI                                              1.00E+17                  0
     16995172                       20070301               2247.5                            348000                            80         No MI                                              1.00E+17                  0
     16995181                       20070301               1216.6                         187435.74                   69.95999908         No MI                                              1.00E+17                  0
     16995182                       20070301               630.44                          87937.89                            80         No MI                                              1.00E+17                  0
     16995204                       20070301              1289.54                         179872.96                            90         Radian Guaranty                                    1.00E+17                  0
     16995215                       20070301              6625.03                        1103899.97                            65         No MI                                              1.00E+17                  0
     16995219                       20070301              1106.25                            180000                            80         No MI                                                                        0
     16995228                       20070301              2381.43                            415668                   78.43000031         No MI                                              1.00E+17                  0
     16995266                       20070301                368.4                           56751.1                            80         No MI                                              1.00E+17                  0
     16995324                       20070301               750.39                         109914.19                            80         No MI                                              1.00E+17                  0
     17000088                       20070301               776.81                            138100                   79.97000122         No MI                                              1.00E+17                  0
     17000091                       20070301              1330.65                         187863.93                            80         No MI                                              1.00E+17                  0
     17000161                       20070301              1132.81                            187500                            75         No MI                                              1.00E+17                  0
     17000174                       20070301                626.5                           89533.5                            80         No MI                                              1.00E+17                  0
     16994952                       20070301                802.9                            124320                            70         No MI                                              1.00E+17                  0
     16994958                       20070301               804.05                         112872.69                            95         PMI                                                1.00E+17                  0
     16994976                       20070301               412.74                          56211.45                            75         No MI                                              1.00E+17                  0
     16994986                       20070301               927.81                         123421.25                            95         PMI                                                1.00E+17                  0
     16994999                       20070301               601.69                          81944.98                            82         PMI                                                1.00E+17                  0
     16995006                       20061001               558.85                          83580.83                            70         No MI                                              1.00E+17                  0
     16995011                       20070301              1537.24                         243710.32                   79.98999786         No MI                                              1.00E+17                  0
     16995031                       20070301              2457.51                            406760                            80         No MI                                              1.00E+17                  0
     16995062                       20070301               716.48                         102392.95                            75         No MI                                              1.00E+17                  0
     16990128                       20070301              4739.58                            875000                   53.02999878         No MI                                              1.00E+17                  0
     16990143                       20070301              1923.65                            313000                           100         PMI                                                1.00E+17                  0
     16990163                       20070301              1190.62                         176582.68                            80         No MI                                              1.00E+17                  0
     16990165                       20070301              1450.98                         204851.62                           100         PMI                                                1.00E+17                  0
     16990167                       20070301              1065.63                            155000                           100         PMI                                                1.00E+17                  0
     16990173                       20070301               778.62                         121492.71                            80         No MI                                              1.00E+17                  0
     16990175                       20070301              1555.05                         222234.95                            80         No MI                                              1.00E+17                  0
     16990177                       20070301               4277.9                         642472.93                   66.98000336         No MI                                              1.00E+17                  0
     16990220                       20070301              1509.74                         253892.55                   78.15000153         No MI                                              1.00E+17                  0
     16990262                       20070301                661.7                          96923.34                   79.51000214         No MI                                              1.00E+17                  0
     16990274                       20070301              3531.79                         510962.89                            80         No MI                                              1.00E+17                  0
     16990287                       20070301              3366.12                            529750                            65         No MI                                              1.00E+17                  0
     16990312                       20070301              1057.79                         135919.71                            80         No MI                                              1.00E+17                  0
     16990315                       20070301              5120.44                            893750                            65         No MI                                              1.00E+17                  0
     16991377                       20070201              1749.78                         256098.61                   92.26999664         No MI                                              1.00E+17                  0
     16991378                       20070201               725.07                          99861.91                           100         PMI                                                1.00E+17                  0
     16991379                       20070201               827.63                         108752.16                           100         PMI                                                1.00E+17                  0
     16991381                       20070201              1106.25                            177000                           100         PMI                                                1.00E+17                  0
     16991383                       20070201              1267.87                         192674.79                           100         PMI                                                1.00E+17                  0
     16991385                       20070201               824.63                         122203.66                   97.91999817         PMI                                                1.00E+17                  0
     16991386                       20070201              1499.74                            221500                           100         PMI                                                1.00E+17                  0
     16991390                       20070201               644.77                          89872.55                           100         PMI                                                1.00E+17                  0
     16991393                       20070201               997.19                         135717.01                           100         PMI                                                1.00E+17                  0
     16991395                       20070201               957.09                         131817.72                           100         PMI                                                1.00E+17                  0
     16991396                       20070201                 1450                            232000                           100         PMI                                                1.00E+17                  0
     16991397                       20070201               691.03                            105300                            90         PMI                                                1.00E+17                  0
     16991399                       20070201               463.88                          67893.59                   98.55000305         PMI                                                1.00E+17                  0
     16991400                       20070201              1870.41                         260710.27                           100         PMI                                                1.00E+17                  0
     16991401                       20070201              1993.75                            348000                   82.86000061         PMI                                                1.00E+17                  0
     16991404                       20070301               1026.3                         144895.05                           100         PMI                                                1.00E+17                  0
     16991410                       20070301               1251.3                         181032.14                           100         PMI                                                1.00E+17                  0
     16991413                       20070201              1114.38                         167224.61                           100         PMI                                                1.00E+17                  0
     16991417                       20070201               767.49                         115170.34                           100         PMI                                                1.00E+17                  0
     16991424                       20070201               606.35                          89855.63                   94.73999786         PMI                                                1.00E+17                  0
     16991425                       20070201               469.54                          62420.02                           100         PMI                                                1.00E+17                  0
     16991432                       20070201               818.45                         118319.11                         98.75         PMI                                                1.00E+17                  0
     16991447                       20070201              1177.25                         147795.49                            95         PMI                                                1.00E+17                  0
     16991506                       20070301              4218.75                            750000                   79.79000092         No MI                                              1.00E+17                  0
     16991528                       20070301              4063.73                         659373.77                   53.65999985         No MI                                              1.00E+17                  0
     16991530                       20070201              2338.33                            368000                            80         No MI                                              1.00E+17                  0
     16991532                       20070301              2168.72                         313761.07                   75.84999847         No MI                                              1.00E+17                  0
     16991621                       20070101              3723.06                         488422.54                            80         No MI                                              1.00E+17                  0
     16991631                       20070301                 1675                            240000                            80         No MI                                              1.00E+17                  0
     16991679                       20070301             15364.58                           2950000                   48.36000061         No MI                                              1.00E+17                  0
     16991722                       20070301              1117.06                         167782.33                            80         No MI                                              1.00E+17                  0
     16991762                       20070101                 3538                            556800                            80         No MI                                              1.00E+17                  0
     16991764                       20070301              2133.33                          369832.3                   51.38999939         No MI                                              1.00E+17                  0
     16991777                       20070301               503.49                          85962.34                   71.66999817         No MI                                              1.00E+17                  0
     16985123                       20070301               585.26                          76952.14                            70         No MI                                              1.00E+17                  0
     16985267                       20070301              1446.22                         211834.61                            80         No MI                                              1.00E+17                  0
     16981525                       20070301               363.59                          51961.41                            80         No MI                                              1.00E+17                  0
     16981642                       20070301               831.21                         108036.51                            80         No MI                                              1.00E+17                  0
     16981667                       20070301               831.04                         115918.13                            80         No MI                                              1.00E+17                  0
     16981791                       20070301              1070.55                         154882.05                   68.88999939         No MI                                              1.00E+17                  0
     16981816                       20070301               471.04                             66500                            70         No MI                                              1.00E+17                  0
     16981858                       20070301              1772.92                            230000                           100         PMI                                                1.00E+17                  0
     16982831                       20070301               577.48                          86728.85                            70         No MI                                              1.00E+17                  0
     16982868                       20070301               620.14                          94320.69                            80         No MI                                              1.00E+17                  0
     16982869                       20070301              3036.69                         486299.17                            75         No MI                                              1.00E+17                  0
     16982892                       20070201                663.2                          94708.78                   78.98000336         No MI                                              1.00E+17                  0
     16982906                       20070201               991.11                         124987.72                            95         PMI                                                1.00E+17                  0
     16982989                       20070301               843.44                            168687                            80         No MI                                              1.00E+17                  0
     16983034                       20070301               304.16                          54073.43                            70         No MI                                              1.00E+17                  0
     16983150                       20070301               960.58                         123359.39                            95         PMI                                                1.00E+17                  0
     16983155                       20070201               1032.5                         142203.36                   77.80999756         No MI                                              1.00E+17                  0
     16983156                       20070301               2146.7                         275837.05                            80         No MI                                              1.00E+17                  0
     16983168                       20070201               781.22                         101476.46                            80         No MI                                              1.00E+17                  0
     16984655                       20070301                 2280                            384000                            80         No MI                                              1.00E+17                  0
     16984671                       20070301              1220.78                          181055.1                   94.62000275         PMI                                                1.00E+17                  0
     16984713                       20070301              2519.37                            417000                   79.43000031         No MI                                              1.00E+17                  0
     16984750                       20070301              3718.22                         565524.49                   79.16000366         No MI                                              1.00E+17                  0
     16984774                       20070301              1153.62                         148232.43                            80         No MI                                              1.00E+17                  0
     16984794                       20070301              2139.17                            302000                   64.94999695         No MI                                              1.00E+17                  0
     16984803                       20070301               457.34                          58765.29                            80         No MI                                              1.00E+17                  0
     16984849                       20070301              1302.25                         195553.19                           100         PMI                                                                          0
     16984947                       20070301               919.07                         119396.23                            95         PMI                                                1.00E+17                  0
     16984952                       20070301              1850.93                         269754.86                           100         PMI                                                1.00E+17                  0
     16984954                       20070301               927.88                         140953.37                            75         No MI                                              1.00E+17                  0
     16984969                       20070301              3632.13                         494667.87                           100         PMI                                                1.00E+17                  0
     16985045                       20070301              1017.98                         115948.69                            80         No MI                                              1.00E+17                  0
     16981190                       20070301              1175.73                         156400.21                           100         PMI                                                1.00E+17                  0
     16981207                       20070301              1799.86                          288232.8                   71.23000336         No MI                                              1.00E+17                  0
     16981208                       20070301              1251.41                          213656.4                            75         No MI                                              1.00E+17                  0
     16981231                       20070301              1278.75                            223200                            80         No MI                                              1.00E+17                  0
     16981282                       20070301               1078.9                          148697.6                            80         No MI                                              1.00E+17                  0
     16981290                       20070301               917.93                         132802.88                   79.61000061         No MI                                              1.00E+17                  0
     16981343                       20070301               903.83                            127600                            80         No MI                                              1.00E+17                  0
     16981473                       20070301              2302.19                            417000                   77.22000122         No MI                                              1.00E+17                  0
     16981495                       20070301                759.4                         105925.18                            80         No MI                                              1.00E+17                  0
     16981498                       20070301                 2756                         403684.83                            80         No MI                                              1.00E+17                  0
     16981157                       20070301              1049.95                            152720                            80         No MI                                              1.00E+17                  0
     16981090                       20070301               703.68                         103967.99                           100         PMI                                                1.00E+17                  0
     16980827                       20070301              1081.41                         134326.59                            80         No MI                                              1.00E+17                  0
     16980830                       20070301              2362.14                            365750                            95         PMI                                                1.00E+17                  0
     16980845                       20070301              1558.33                            220000                            80         No MI                                              1.00E+17                  0
     16980851                       20070201              2054.51                            290048                            80         No MI                                              1.00E+17                  0
     16980864                       20070301               735.08                          95542.09                            80         No MI                                              1.00E+17                  0
     16980927                       20070301                 1140                            192000                            80         No MI                                              1.00E+17                  0
     16979468                       20070301               713.55                          92743.78                            80         No MI                                              1.00E+17                  0
     16979475                       20070301               615.13                          79951.54                            80         No MI                                              1.00E+17                  0
     16979476                       20070301               539.56                          88713.69                            80         No MI                                              1.00E+17                  0
     16979478                       20070301              1186.56                            189850                   79.98999786         No MI                                              1.00E+17                  0
     16979479                       20070301              1087.02                            179920                            80         No MI                                              1.00E+17                  0
     16979485                       20070301              1459.22                            212250                            75         No MI                                              1.00E+17                  0
     16979497                       20070301              1279.04                         192092.42                   83.58999634         GE Capital MI                                      1.00E+17                  0
     16980398                       20070101               6314.1                         970597.45                   68.68000031         No MI                                              1.00E+17                  0
     16980405                       20070301              5794.11                         881259.02                            70         No MI                                              1.00E+17                  0
     16980447                       20070301               404.68                          52598.12                            90         Mortgage Guaranty In                               1.00E+17                  0
     16980470                       20070301              1024.92                            175700                   79.98999786         No MI                                              1.00E+17                  0
     16980536                       20070301              1028.73                            147400                           100         PMI                                                1.00E+17                  0
     16980555                       20070201                 2575                            412000                            80         No MI                                              1.00E+17                  0
     16980595                       20070301              1163.51                         189925.03                   69.08999634         No MI                                              1.00E+17                  0
     16980643                       20070301              1142.65                         167369.33                           100         PMI                                                1.00E+17                  0
     16980649                       20070301               379.39                           50467.8                           100         PMI                                                1.00E+17                  0
     16980686                       20070301              2498.49                         407839.01                            80         No MI                                              1.00E+17                  0
     16980730                       20070301              1992.48                         315883.77                            80         No MI                                              1.00E+17                  0
     16980782                       20070301               513.63                          66759.54                            80         No MI                                              1.00E+17                  0
     16978930                       20070301               990.09                            161100                            80         No MI                                              1.00E+17                  0
     16978933                       20070301               416.25                             74000                            80         No MI                                              1.00E+17                  0
     16978946                       20061201               687.76                          95726.34                            80         No MI                                              1.00E+17                  0
     16978962                       20070301              2295.83                            380000                           100         PMI                                                1.00E+17                  0
     16978964                       20070301               727.89                          99133.44                            80         No MI                                              1.00E+17                  0
     16979049                       20070301                797.1                          113915.4                            75         No MI                                              1.00E+17                  0
     16979073                       20070301              2109.58                            332000                            80         No MI                                              1.00E+17                  0
     16979186                       20070301               2243.7                         291625.23                           100         PMI                                                1.00E+17                  0
     16979196                       20070201               856.25                            137000                            80         No MI                                              1.00E+17                  0
     16979221                       20070301              1462.58                            200582                           100         PMI                                                1.00E+17                  0
     16979225                       20070301               459.85                          69941.19                   51.47000122         No MI                                              1.00E+17                  0
     16979442                       20070101               499.79                          64880.74                           100         PMI                                                1.00E+17                  0
     16974190                       20070301               594.17                             92000                            80         No MI                                              1.00E+17                  0
     16974200                       20070301              1024.81                         155868.94                            80         No MI                                              1.00E+17                  0
     16974261                       20070301               904.67                            147200                            80         No MI                                              1.00E+17                  0
     16974291                       20070301                844.1                            142164                            80         No MI                                              1.00E+17                  0
     16974294                       20070301              1309.71                         194244.54                            80         No MI                                              1.00E+17                  0
     16974419                       20070301              1050.92                         150188.46                            90         PMI                                                1.00E+17                  0
     16974434                       20070301                913.9                         135541.52                           100         PMI                                                1.00E+17                  0
     16974438                       20070301               498.26                          64760.74                            90         PMI                                                1.00E+17                  0
     16978698                       20070301               516.71                          67159.29                            80         No MI                                              1.00E+17                  0
     16978722                       20070301              1247.12                         171881.63                            80         No MI                                              1.00E+17                  0
     16978827                       20070301              1179.83                         158796.06                            70         No MI                                              1.00E+17                  0
     16978847                       20070301               3503.8                         539814.95                   83.72000122         PMI                                                1.00E+17                  0
     16978854                       20070301              1340.58                         201334.84                   63.56000137         No MI                                              1.00E+17                  0
     16978865                       20070401              1018.09                            159000                   61.99000168         No MI                                              1.00E+17                  0
     16978867                       20070301              1424.22                         216617.86                            80         No MI                                              1.00E+17                  0
     16978877                       20070301              2333.33                            400000                   78.43000031         No MI                                              1.00E+17                  0
     16978884                       20070301               570.65                            105350                   74.72000122         No MI                                              1.00E+17                  0
     16974111                       20070301               455.97                          67624.87                   73.01999664         No MI                                              1.00E+17                  0
     16974120                       20070301               923.17                            152800                            80         No MI                                              1.00E+17                  0
     16974121                       20070301               682.18                          99921.99                           100         PMI                                                1.00E+17                  0
     16974132                       20070301              1271.81                         193437.36                            80         No MI                                              1.00E+17                  0
     16974162                       20070201              2471.26                          349489.2                           100         PMI                                                1.00E+17                  0
     16973968                       20070301              1822.92                            250000                           100         PMI                                                1.00E+17                  0
     16973979                       20070101               811.37                         107791.97                   98.18000031         PMI                                                1.00E+17                  0
     16973989                       20070301               424.68                          59956.57                            80         No MI                                              1.00E+17                  0
     16973990                       20070101               706.16                           84769.4                           100         PMI                                                1.00E+17                  0
     16974002                       20070401              8450.52                           1475000                   64.12999725         No MI                                              1.00E+17                  0
     16974079                       20070301               516.35                          78533.96                   70.80999756         No MI                                              1.00E+17                  0
     16973776                       20070301                  840                            128000                            80         No MI                                              1.00E+17                  0
     16973796                       20070301               921.88                            150000                   34.88000107         No MI                                              1.00E+17                  0
     16970815                       20070301              1092.73                         158090.61                            90         GE Capital MI                                      1.00E+17                  0
     16970842                       20070301              2358.01                         349720.12                   83.33000183         Radian Guaranty                                    1.00E+17                  0
     16970885                       20070301                598.5                            106400                            70         No MI                                              1.00E+17                  0
     16973742                       20070301               527.86                          72749.89                            80         No MI                                              1.00E+17                  0
     16790421                       20070201              3035.27                            493875                            90         PMI                                                1.00E+17                  0
     16788887                       20070301              1273.78                         177674.51                           100         PMI                                                1.00E+17                  0
     16788535                       20070301               797.58                          109924.3                            80         No MI                                              1.00E+17                  0
     16786231                       20070101              1230.26                         159707.15                           100         PMI                                                1.00E+17                  0
     16729680                       20070201              5899.27                         931635.95                            80         No MI                                              1.00E+17                  0
     16729445                       20061201               920.13                            129520                           100         PMI                                                1.00E+17                  0
     16721943                       20070201                607.3                          79800.33                           100         PMI                                                1.00E+17                  0
     16723295                       20070201              1085.31                            151000                           100         PMI                                                1.00E+17                  0
     16721751                       20070301              1489.58                            260000                            80         No MI                                              1.00E+17                  0
     16717392                       20070201               740.75                         107086.28                            75         No MI                                              1.00E+17                  0
     16569854                       20070301              2845.73                         438372.24                            65         No MI                                              1.00E+17                  0
     16350208                       20060701                614.7                          95220.65                            80         No MI                                              1.00E+17                  0
     17027090                       20070201              1347.06                         215518.97                            80         No MI                                                                        0
     17027091                       20070301              1011.81                         155865.69                            80         No MI                                                                        0
     17027092                       20070301               884.58                         121916.05                   85.30999756         Radian Guaranty                                                              0
     17027093                       20070301               382.02                          55956.31                            80         No MI                                                                        0
     17027094                       20070301               1044.1                          143900.9                            80         No MI                                                                        0
     17027095                       20070301              1648.91                         211874.84                            80         No MI                                                                        0
     17027096                       20070301                864.9                         111134.35                            80         No MI                                                                        0
     17027097                       20070301              1059.18                         137666.55                            95         Radian Guaranty                                                              0
     16780794                       20070101              1538.84                            214100                            90         PMI                                                1.00E+17                  0
     16780859                       20070201              1638.54                            242000                           100         PMI                                                1.00E+17                  0
     16778722                       20070101               1044.1                         143700.67                           100         PMI                                                1.00E+17                  0
     17027055                       20070301              1504.91                         195618.01                   68.76999664         No MI                                                                        0
     17027056                       20070301               620.14                          94320.69                            80         No MI                                                                        0
     17027058                       20070301              1329.42                            240800                            80         No MI                                                                        0
     17027059                       20070301              1236.31                         178863.79                   79.55999756         No MI                                                                        0
     17027060                       20070301              1236.31                         178863.79                   79.55999756         No MI                                                                        0
     17027061                       20070301              1236.31                         178863.79                   79.55999756         No MI                                                                        0
     17027062                       20070301              1265.63                            225000                            75         No MI                                                                        0
     17027063                       20070301               821.67                            136000                            80         No MI                                                                        0
     17027064                       20070301               435.13                          62952.06                   73.68000031         No MI                                                                        0
     17027065                       20070201               354.67                          45545.97                            80         No MI                                                                        0
     17027066                       20070201              1169.58                         173321.52                            80         No MI                                                                        0
     17027067                       20070201                941.4                         137784.05                            80         No MI                                                                        0
     17027068                       20070301               342.23                          43974.02                            80         No MI                                                                        0
     17027070                       20070301               405.88                          66735.08                            80         No MI                                                                        0
     17027071                       20070301              1547.59                         213293.11                            80         No MI                                                                        0
     17027074                       20070201              2455.83                         359436.64                            75         No MI                                                                        0
     17027075                       20070301              1519.49                         219832.59                            80         No MI                                                                        0
     17027076                       20070301               624.94                          97513.89                            80         No MI                                                                        0
     17027077                       20070301               367.12                          47172.13                            80         No MI                                                                        0
     17027078                       20070301               404.45                           51969.3                            80         No MI                                                                        0
     17027079                       20070301               343.82                          50360.68                            80         No MI                                                                        0
     17027080                       20070301              1395.63                            243600                   73.81999969         No MI                                                                        0
     17027081                       20070201               745.14                         111815.85                            70         No MI                                                                        0
     17027083                       20070301                845.9                         123903.27                            80         No MI                                                                        0
     17027084                       20070301               273.78                          35179.22                            80         No MI                                                                        0
     17027085                       20070301               354.03                          43975.97                            80         No MI                                                                        0
     17027087                       20070301               490.59                          74617.26                            80         No MI                                                                        0
     17027088                       20070301               878.31                         116835.45                            90         PMI                                                                          0
     17027089                       20070301              1151.17                         168618.36                            75         No MI                                                                        0
     17026995                       20070301                 1009                          125331.5                            95         Radian Guaranty                                                              0
     17026996                       20070201               684.25                         126323.55                            80         No MI                                                                        0
     17026997                       20070201               440.26                          59919.21                   65.93000031         No MI                                                                        0
     17026998                       20070201               644.01                          96640.85                            80         No MI                                                                        0
     17026999                       20070201              1230.95                         194396.94                            95         PMI                                                                          0
     17027000                       20070201              1295.02                         166302.69                            90         Radian Guaranty                                                              0
     17027001                       20070201               905.12                          142940.4                            80         No MI                                                                        0
     17027002                       20070201               427.73                           66681.8                            80         No MI                                                                        0
     17027003                       20070201              1071.41                         137586.75                            95         Radian Guaranty                                                              0
     17027004                       20070301              1021.54                          157364.4                   68.48000336         No MI                                                                        0
     17027005                       20070201               768.61                         116738.08                            78         No MI                                                                        0
     17027006                       20070301              1383.83                          207829.5                            80         No MI                                                                        0
     17027007                       20070301               255.63                          32846.59                   56.18000031         No MI                                                                        0
     17027008                       20070301              1576.11                         219844.72                            80         No MI                                                                        0
     17027009                       20070201               677.58                         107005.65                            80         No MI                                                                        0
     17027010                       20070201                531.4                          75886.85                            76         No MI                                                                        0
     17027011                       20070201               738.02                         108999.67                   79.55999756         No MI                                                                        0
     17027012                       20070201               419.53                          59910.66                   63.15999985         No MI                                                                        0
     17027013                       20070201              4593.75                            735000                            70         No MI                                                                        0
     17027014                       20070201               358.67                          55204.51                            70         No MI                                                                        0
     17027015                       20070301              1040.56                         168839.65                            65         No MI                                                                        0
     17027016                       20070201               518.88                          79861.85                   72.73000336         No MI                                                                        0
     17027018                       20070301              2916.76                         443526.99                   59.20000076         No MI                                                                        0
     17027019                       20070201               645.58                            101600                            80         No MI                                                                        0
     17027020                       20070301              1248.61                         194827.95                   55.24000168         No MI                                                                        0
     17027021                       20070201               859.69                         119830.07                   78.94999695         No MI                                                                        0
     17027022                       20070201               959.93                         147744.42                            80         No MI                                                                        0
     17027024                       20070201              1590.87                         254446.42                   79.69000244         No MI                                                                        0
     17027025                       20070201               688.46                          104623.4                            80         No MI                                                                        0
     17027026                       20070201               693.33                            128000                            80         No MI                                                                        0
     17027027                       20070201               436.59                          63899.86                   75.29000092         No MI                                                                        0
     17027028                       20070301               568.86                          89918.64                   58.86000061         No MI                                                                        0
     17027029                       20070201               784.69                            139500                   76.65000153         No MI                                                                        0
     17027030                       20070201              1031.86                         140383.72                            75         No MI                                                                        0
     17027031                       20070301               385.01                          49470.77                            90         Mortgage Guaranty In                                                         0
     17027032                       20070201                919.7                         139764.09                            80         No MI                                                                        0
     17027033                       20070301               499.42                          76933.71                   73.33000183         No MI                                                                        0
     17027034                       20070201                  280                          35957.35                            80         No MI                                                                        0
     17027035                       20070201               658.31                         109580.83                   61.68999863         No MI                                                                        0
     17027036                       20070301              1472.33                         235781.42                   63.77999878         No MI                                                                        0
     17027037                       20070201               861.89                         130978.93                            80         No MI                                                                        0
     17027038                       20070201               633.28                             93530                            80         No MI                                                                        0
     17027039                       20070201               382.02                          55912.36                   54.90000153         No MI                                                                        0
     17027041                       20070201               700.83                            116000                            80         No MI                                                                        0
     17027042                       20070301                 1422                            252800                            80         No MI                                                                        0
     17027043                       20070301              3027.92                            559000                            65         No MI                                                                        0
     17027044                       20070301                 1805                            304000                            80         No MI                                                                        0
     17027047                       20070201              2330.73                         363355.93                            65         No MI                                                                        0
     17027048                       20070301              1945.78                         255840.89                            80         No MI                                                                        0
     17027049                       20070301              1087.16                         171644.51                            80         No MI                                                                        0
     17027050                       20070201               834.33                         131760.69                            80         No MI                                                                        0
     17027051                       20070201               996.14                         157314.28                   79.81999969         No MI                                                                        0
     17027052                       20070301               725.61                         114670.04                            80         No MI                                                                        0
     17027053                       20070301               628.33                         115999.17                            80         No MI                                                                        0
     17027054                       20070301               686.73                         107155.38                            65         No MI                                                                        0
     17026980                       20070201              1718.78                         264542.41                   74.65000153         No MI                                                                        0
     17026981                       20070201               382.02                           58798.3                            95         PMI                                                                          0
     17026982                       20070201               575.49                          86357.77                   77.93000031         No MI                                                                        0
     17026983                       20070201              1429.17                            245000                            70         No MI                                                                        0
     17026984                       20070201              1038.03                         134835.21                            90         PMI                                                                          0
     17026987                       20070301                384.3                          58450.86                   68.81999969         No MI                                                                        0
     17026988                       20070301              1588.55                         229824.99                   77.97000122         No MI                                                                        0
     17026990                       20070301               1609.5                            266400                            80         No MI                                                                        0
     17026991                       20070301              1634.47                         251783.03                            80         No MI                                                                        0
     17026992                       20070301              2601.54                         416613.77                   59.56999969         No MI                                                                        0
     17026994                       20070301              4203.24                         695708.48                            80         No MI                                                                        0
     17026958                       20070201               598.61                          87607.61                   79.76999664         No MI                                                                        0
     17026959                       20070201              1347.44                         199679.17                   78.43000031         No MI                                                                        0
     17026960                       20070201              1996.32                         258983.62                            65         No MI                                                                        0
     17026961                       20070201                  569                          73910.02                            74         No MI                                                                        0
     17026962                       20070201              1354.17                            250000                   51.02000046         No MI                                                                        0
     17026963                       20070201               628.47                          97976.32                            65         No MI                                                                        0
     17026965                       20070201               582.68                          90838.99                            65         No MI                                                                        0
     17026967                       20070201               616.17                          94835.95                   63.33000183         No MI                                                                        0
     17026969                       20070201               935.46                         147731.69                   26.90999985         No MI                                                                        0
     17026970                       20070301              1776.34                         288226.26                   69.18000031         No MI                                                                        0
     17026971                       20070301               968.57                         131911.43                            80         No MI                                                                        0
     17026972                       20070201               923.64                         140363.08                   76.41000366         No MI                                                                        0
     17026974                       20070301                  583                            105600                            80         No MI                                                                        0
     17026975                       20070201               2227.5                            396000                   45.77999878         No MI                                                                        0
     17026976                       20070301               797.83                          119821.7                            80         No MI                                                                        0
     17026977                       20070301               671.25                          95928.75                            80         No MI                                                                        0
     17027073                       20070301              1058.71                         154797.02                   49.75999832         No MI                                                                        0
     17026953                       20070201               891.82                         125817.04                            80         No MI                                                                        0
     17026954                       20070201              5008.97                         643236.83                            80         No MI                                                                        0
     17026955                       20070301               995.68                         142294.32                            95         Mortgage Guaranty In                                                         0
     17026957                       20070301              2601.54                         416613.77                   53.45999908         No MI                                                                        0
     17026943                       20070201               304.86                          43535.08                            80         No MI                                                                        0
     17026944                       20070301               825.02                         127090.48                            80         No MI                                                                        0
     17026945                       20070201               974.88                         148149.94                            70         No MI                                                                        0
     17026946                       20070201               625.56                          91556.49                   76.41999817         No MI                                                                        0
     17026949                       20070201              2418.29                         397224.36                         65.25         No MI                                                                        0
     17026950                       20070201               839.06                         119821.32                   75.94999695         No MI                                                                        0
     17026951                       20070201                697.8                         110199.86                            80         No MI                                                                        0
     17026952                       20070201               818.17                         103879.89                   77.04000092         No MI                                                                        0
     17026937                       20070201               545.74                          79874.81                            80         No MI                                                                        0
     17026938                       20070201                892.5                            168000                            80         No MI                                                                        0
     17026939                       20070301              2357.61                         372662.81                   59.20999908         No MI                                                                        0
     17026940                       20070301              1798.33                            332000                            80         No MI                                                                        0
     17026942                       20070201               676.29                          94266.33                            80         No MI                                                                        0
     16777031                       20070201              1576.33                         249815.55                           100         PMI                                                1.00E+17                  0
     16775184                       20070101               759.01                            123500                            95         Radian Guaranty                                    1.00E+17                  0
     16775243                       20070101               765.54                         101703.73                   79.66999817         No MI                                              1.00E+17                  0
     16775258                       20070101               825.64                         109688.32                   79.98999786         No MI                                              1.00E+17                  0
     16775268                       20070101               775.68                         103051.13                   79.98000336         No MI                                              1.00E+17                  0
     16775061                       20070301               3685.2                          559814.8                            80         No MI                                              1.00E+17                  0
     16765336                       20070201              2683.55                         407811.66                            95         PMI                                                1.00E+17                  0
     16768042                       20070201               769.71                          97727.01                            95         PMI                                                1.00E+17                  0
     16765640                       20070101               1199.3                            182750                            85         PMI                                                1.00E+17                  0
     16358165                       20060801              1121.19                         151960.22                            80         No MI                                              1.00E+17                  0
     17026964                       20070201               654.89                          95849.77                            80         No MI                                                                        0
     17027045                       20070301               8662.5                           1485000                            75         No MI                                                                        0
     16990926                       20070201              1834.03                         268429.27                            95         PMI                                                                          0
     16844741                       20070201              1001.04                            155000                           100         PMI                                                1.00E+17                  0
     17026647                       20070101              1520.73                         198806.12                   55.86999893         No MI                                                                        0
     17026809                       20070101              1680.71                         231285.36                            95         Radian Guaranty                                                              0
     17027069                       20070201               1767.6                          272056.4                            70         No MI                                                                        0
     17027086                       20070301               782.78                         122142.14                            75         No MI                                                                        0
     17026903                       20070101              1083.93                         164501.64                            75         No MI                                                                        0
     17026749                       20070101              1182.47                         179543.73                            80         No MI                                                                        0
     17026912                       20070101               498.26                          64681.38                            80         No MI                                                                        0
     17026765                       20070101                445.5                          59881.45                            80         No MI                                                                        0
     17026947                       20070201               3915.6                          559166.2                   76.70999908         No MI                                                                        0
     16844523                       20070301               592.51                          80695.82                            95         PMI                                                1.00E+17                  0
     16844528                       20070201              1320.05                         139896.94                           100         PMI                                                1.00E+17                  0
     16844487                       20070201               783.12                         111775.66                            80         No MI                                              1.00E+17                  0
     16844448                       20070201                 9625                           1650000                            50         No MI                                              1.00E+17                  0
     16840322                       20070301              2719.92                         429930.98                            80         No MI                                              1.00E+17                  0
     16844282                       20070301               894.86                         143945.14                   76.19000244         No MI                                              1.00E+17                  0
     16844291                       20070301               574.54                          78247.46                            90         PMI                                                1.00E+17                  0
     16840236                       20070301               1627.5                            248000                            80         No MI                                              1.00E+17                  0
     16840231                       20070301                893.3                            145350                            95         PMI                                                1.00E+17                  0
     17013166                       20070301               3258.5                         508445.02                   62.09999847         No MI                                                                        0
     17013168                       20070201              1272.05                          188355.5                            80         No MI                                                                        0
     17013169                       20070301              1182.47                         179848.78                            80         No MI                                                                        0
     16990927                       20070201              3084.49                         487115.29                            80         No MI                                                                        0
     16840038                       20070201              1690.25                         244241.92                           100         PMI                                                1.00E+17                  0
     16839959                       20070301               643.28                          91931.72                            80         No MI                                              1.00E+17                  0
     16839703                       20070301               978.97                         128719.95                            80         No MI                                              1.00E+17                  0
     16839775                       20070201              2724.11                         419274.75                            80         No MI                                              1.00E+17                  0
     16839837                       20070301              1073.91                         159272.53                   78.51999664         No MI                                              1.00E+17                  0
     16839685                       20070301               852.45                            125900                           100         PMI                                                1.00E+17                  0
     16839698                       20070201              1741.04                         248629.27                           100         PMI                                                1.00E+17                  0
     17011481                       20070101              1251.24                         187319.36                            75         No MI                                              1.00E+17                  0
     17011485                       20070101              1763.37                         231564.37                            80         No MI                                              1.00E+17                  0
     17011488                       20070201              1121.11                         167800.86                            80         No MI                                              1.00E+17                  0
     17011490                       20070201              1299.75                         172720.21                            72         No MI                                              1.00E+17                  0
     17011495                       20070201               583.74                          76704.09                            80         No MI                                              1.00E+17                  0
     17011497                       20070201                 4216                            595200                            80         No MI                                              1.00E+17                  0
     17011501                       20070201              2699.98                         319285.65                            95         Radian Guaranty                                    1.00E+17                  0
     17011502                       20070301              1670.82                         222258.18                            80         No MI                                              1.00E+17                  0
     17011503                       20070301                 1550                            240000                            80         No MI                                              1.00E+17                  0
     17011504                       20070301              1285.46                         168712.59                            75         No MI                                              1.00E+17                  0
     17011505                       20070301              1285.46                         168712.59                            75         No MI                                              1.00E+17                  0
     17011506                       20070301              1095.12                         171139.21                            80         No MI                                              1.00E+17                  0
     17011507                       20070301               939.17                            161000                            70         No MI                                              1.00E+17                  0
     16987886                       20060801               486.57                          58257.13                            90         Mortgage Guaranty In                               1.00E+17                  0
     16987887                       20060801              1939.25                         293175.75                            80         No MI                                              1.00E+17                  0
     16987890                       20070201               1022.2                         147774.07                            80         No MI                                              1.00E+17                  0
     16987892                       20070301               475.98                          58468.86                            75         No MI                                              1.00E+17                  0
     16987893                       20070201              2624.57                         379419.92                            80         No MI                                              1.00E+17                  0
     16987894                       20070301                737.9                         102927.31                            80         No MI                                              1.00E+17                  0
     16987896                       20070201               821.69                         129764.32                   43.33000183         No MI                                              1.00E+17                  0
     16987897                       20070201              1662.03                         252573.68                   51.63000107         No MI                                              1.00E+17                  0
     16987898                       20070201               736.11                         103848.97                            80         No MI                                              1.00E+17                  0
     16987899                       20070201              4219.58                            623200                            80         No MI                                              1.00E+17                  0
     16987900                       20070201              2728.71                         399374.03                   55.16999817         No MI                                              1.00E+17                  0
     16987901                       20070301               623.44                            105000                            70         No MI                                              1.00E+17                  0
     16987903                       20070301               556.66                          81536.34                            80         No MI                                              1.00E+17                  0
     16987904                       20070301               885.06                         119122.02                            80         No MI                                              1.00E+17                  0
     16987905                       20070201               950.37                         137389.95                            80         No MI                                              1.00E+17                  0
     16987906                       20070201              1105.08                         159755.76                            80         No MI                                              1.00E+17                  0
     16987907                       20070301               663.75                            108000                            80         No MI                                              1.00E+17                  0
     16987909                       20070301               558.59                             97500                            65         No MI                                              1.00E+17                  0
     16987911                       20070301                550.2                           76745.8                            80         No MI                                              1.00E+17                  0
     16964127                       20061201              4108.33                            680000                            80         No MI                                              1.00E+17                  0
     16964128                       20070101              1336.48                         229110.65                   52.15999985         No MI                                              1.00E+17                  0
     16964130                       20070101              2180.15                         335652.42                            80         No MI                                              1.00E+17                  0
     16964131                       20070201              2095.71                         314482.07                            90         PMI                                                1.00E+17                  0
     16964132                       20070101              1092.48                         165878.43                   79.98999786         No MI                                              1.00E+17                  0
     16964133                       20061201              1036.75                            171600                   67.29000092         No MI                                              1.00E+17                  0
     16964134                       20061101              6354.17                           1000000                   75.47000122         No MI                                              1.00E+17                  0
     16964135                       20070101              1551.71                         229764.16                            80         No MI                                              1.00E+17                  0
     16964136                       20061101               465.67                          64767.64                           100         PMI                                                1.00E+17                  0
     16964138                       20061201              3033.33                            448000                            80         No MI                                              1.00E+17                  0
     16964139                       20070101              2606.25                            417000                   79.43000031         No MI                                              1.00E+17                  0
     16964140                       20061201               749.17                            124000                            80         No MI                                              1.00E+17                  0
     16964141                       20061201               913.51                          146641.5                   79.45999908         No MI                                              1.00E+17                  0
     16964143                       20061201              3355.81                         547127.63                            80         No MI                                              1.00E+17                  0
     16964144                       20061201              1696.24                            291200                            80         No MI                                              1.00E+17                  0
     16964145                       20070101              1751.56                            295000                   79.73000336         No MI                                              1.00E+17                  0
     16964146                       20070201              1280.83                            212000                            80         No MI                                              1.00E+17                  0
     16964148                       20070101              1847.75                            311200                            80         No MI                                              1.00E+17                  0
     16964149                       20070101              1427.13                            245000                   79.80000305         No MI                                              1.00E+17                  0
     16964150                       20070101               965.97                         141266.58                            80         No MI                                              1.00E+17                  0
     16964152                       20070101              1420.25                            239200                            80         No MI                                              1.00E+17                  0
     16964153                       20070101              1951.38                            335000                   78.81999969         No MI                                              1.00E+17                  0
     16964155                       20070201              1403.65                            245000                   46.22999954         No MI                                              1.00E+17                  0
     16964157                       20070201               930.99                            162500                            65         No MI                                              1.00E+17                  0
     16964159                       20070201              1507.56                         257273.85                   79.98999786         No MI                                              1.00E+17                  0
     16964160                       20061001              1206.97                            189950                            76         No MI                                              1.00E+17                  0
     16964161                       20061101                 3955                            632800                            80         No MI                                              1.00E+17                  0
     16964163                       20070101              1726.67                            296000                            80         No MI                                              1.00E+17                  0
     16964164                       20061001              4531.25                            750000                            75         No MI                                              1.00E+17                  0
     16964165                       20061201              2006.67                            344000                            80         No MI                                              1.00E+17                  0
     16964167                       20070101               776.63                            130800                   79.76000214         No MI                                              1.00E+17                  0
     16964170                       20060801               883.49                         180457.11                   78.34999847         No MI                                              1.00E+17                  0
     16964172                       20060801                 3100                            496000                          77.5         No MI                                              1.00E+17                  0
     16964173                       20061001              2311.16                         317412.04                            85         Republic MIC                                       1.00E+17                  0
     16964175                       20060901              1538.98                         273596.98                            80         No MI                                              1.00E+17                  0
     16964178                       20061001              2075.05                         306500.08                            80         No MI                                              1.00E+17                  0
     16964179                       20061001              4215.89                         646594.58                   74.29000092         No MI                                              1.00E+17                  0
     16964180                       20061001               741.53                          97189.64                            90         GE Capital MI                                      1.00E+17                  0
     16964181                       20061001              1691.05                         279898.51                            80         No MI                                              1.00E+17                  0
     16964182                       20061001               447.51                          57883.24                   78.65000153         No MI                                              1.00E+17                  0
     16964183                       20061001              2246.67                         312250.36                            80         No MI                                              1.00E+17                  0
     16964185                       20061001               5226.3                            822500                   69.12000275         No MI                                              1.00E+17                  0
     16964186                       20061001              6003.15                         875818.38                            80         No MI                                              1.00E+17                  0
     16964187                       20061101               1677.5                            264000                            80         No MI                                              1.00E+17                  0
     16964188                       20061101              6089.79                         789566.81                            80         No MI                                              1.00E+17                  0
     16964189                       20061001              3284.05                         523435.55                            80         No MI                                              1.00E+17                  0
     16964190                       20061101                 1415                            226400                            80         No MI                                              1.00E+17                  0
     16964197                       20061101               853.65                            149000                   38.95999908         No MI                                              1.00E+17                  0
     16964201                       20061001               907.29                            132368                   78.23999786         No MI                                              1.00E+17                  0
     16964202                       20061101              1629.14                         234966.45                            75         No MI                                              1.00E+17                  0
     16964206                       20061101              1640.78                         260961.55                   58.43999863         No MI                                              1.00E+17                  0
     16964217                       20061001                625.4                          94713.17                            70         No MI                                              1.00E+17                  0
     16964220                       20061101              7512.66                         996766.53                   68.97000122         No MI                                              1.00E+17                  0
     16964222                       20061001              4372.29                            677000                   73.19000244         No MI                                              1.00E+17                  0
     16964223                       20061001               550.36                          76572.37                   67.79000092         No MI                                              1.00E+17                  0
     16964227                       20061101              3968.17                            656800                            80         No MI                                              1.00E+17                  0
     16964228                       20061101              3232.36                         466197.42                            90         Radian Guaranty                                    1.00E+17                  0
     16964229                       20061201               1462.5                            260000                            80         No MI                                              1.00E+17                  0
     16964230                       20061101              1841.67                            340000                            80         No MI                                              1.00E+17                  0
     16964231                       20061101               3832.5                            584000                            80         No MI                                              1.00E+17                  0
     16964233                       20061201              2167.41                            341100                            80         No MI                                              1.00E+17                  0
     16964234                       20061101              1184.91                            172350                   89.98999786         Radian Guaranty                                    1.00E+17                  0
     16964235                       20061101              3686.47                         610173.57                            80         No MI                                              1.00E+17                  0
     16964236                       20061201              1787.33                            306400                   79.90000153         No MI                                              1.00E+17                  0
     16964238                       20061201              2035.29                            355250                   89.98999786         United Guaranty                                    1.00E+17                  0
     16964239                       20061201              1291.67                            200000                            80         No MI                                              1.00E+17                  0
     16964240                       20070101              1491.79                            275407                            80         No MI                                              1.00E+17                  0
     16964241                       20061201                 2750                            480000                            80         No MI                                              1.01E+17                  0
     16964242                       20061201              1698.92                         281199.84                   79.98999786         No MI                                              1.00E+17                  0
     16964243                       20061201              1004.16                         146736.51                            80         No MI                                              1.00E+17                  0
     16964245                       20070101              1626.02                            243903                   95.09999847         PMI                                                1.00E+17                  0
     16964247                       20070101              1636.08                            270800                   79.98999786         No MI                                              1.00E+17                  0
     16964248                       20070101               902.66                            163500                   79.98999786         No MI                                              1.00E+17                  0
     16964249                       20070101              1769.48                         279186.64                   79.98999786         No MI                                              1.00E+17                  0
     16964250                       20061201              2250.73                            348500                            85         United Guaranty                                    1.00E+17                  0
     16964253                       20070101              1242.86                         199770.09                   57.97000122         No MI                                              1.00E+17                  0
     16964254                       20061201              2360.42                            412000                            80         No MI                                              1.00E+17                  0
     16964256                       20070101               2422.5                            408000                            80         No MI                                              1.00E+17                  0
     16964258                       20070101              1941.06                            358350                   79.98999786         No MI                                              1.00E+17                  0
     16964263                       20070101              1824.83                         307338.99                            95         PMI                                                1.00E+17                  0
     16964264                       20070101              1565.07                         279590.21                            56         No MI                                              1.00E+17                  0
     16964265                       20070101              1814.92                         309590.53                   45.93000031         No MI                                              1.00E+17                  0
     16964076                       20061001              1557.89                            216750                            85         Radian Guaranty                                    1.00E+17                  0
     16964079                       20061101                 4550                            728000                            80         No MI                                              1.00E+17                  0
     16964081                       20061101              1558.33                            272000                            80         No MI                                              1.00E+17                  0
     16964083                       20061201                 1665                            296000                   72.19999695         No MI                                              1.00E+17                  0
     16964084                       20061201              3098.17                            512800                            80         No MI                                              1.00E+17                  0
     16964085                       20061201              2006.02                         313150.54                            80         No MI                                              1.00E+17                  0
     16964086                       20061201              2430.33                          402136.1                            80         No MI                                              1.00E+17                  0
     16964088                       20061201              1633.33                            280000                            80         No MI                                              1.00E+17                  0
     16964089                       20070201               1689.4                         279770.56                            80         No MI                                              1.00E+17                  0
     16964093                       20070101               670.07                         101741.44                            85         PMI                                                1.00E+17                  0
     16964098                       20070101               1148.8                         189970.15                            80         No MI                                              1.00E+17                  0
     16964099                       20070201              1448.24                         223046.55                            90         PMI                                                1.00E+17                  0
     16964100                       20070201               2025.9                         321062.94                            90         Radian Guaranty                                    1.00E+17                  0
     16964101                       20070201              2802.22                         457237.86                            80         No MI                                              1.00E+17                  0
     16964102                       20070101              1169.84                            182684                            80         No MI                                              1.00E+17                  0
     16964105                       20070201               852.63                            143600                            80         No MI                                              1.00E+17                  0
     16964108                       20061201              2822.82                         444971.89                            70         No MI                                              1.00E+17                  0
     16964109                       20061101              1191.67                            208000                            80         No MI                                              1.00E+17                  0
     16964110                       20070201              1337.37                         224809.11                   58.43999863         No MI                                              1.00E+17                  0
     16964113                       20070101               394.16                          59641.01                   70.58999634         No MI                                              1.00E+17                  0
     16964114                       20070101               728.52                         118539.32                            80         No MI                                              1.00E+17                  0
     16964115                       20070101               724.16                         121675.51                   77.59999847         No MI                                              1.00E+17                  0
     16964116                       20070101              1203.36                          175975.4                            80         No MI                                              1.00E+17                  0
     16964117                       20070101              1272.95                         198786.74                   76.54000092         No MI                                              1.00E+17                  0
     16964119                       20070201               1111.1                          166393.4                            90         PMI                                                1.00E+17                  0
     16964121                       20070201              1598.37                         247489.77                            90         United Guaranty                                    1.00E+17                  0
     16964122                       20070101              3036.46                            530000                   64.62999725         No MI                                              1.00E+17                  0
     16848435                       20070101              3618.45                         578379.83                            80         No MI                                              1.00E+17                  0
     16848436                       20070101              1349.08                         207457.06                            80         No MI                                              1.00E+17                  0
     16848437                       20061101               867.15                         131439.11                            80         No MI                                              1.00E+17                  0
     16848438                       20061101               465.71                          69709.74                   28.56999969         No MI                                              1.00E+17                  0
     16848439                       20070101               5332.5                            948000                   52.38000107         No MI                                              1.00E+17                  0
     16848441                       20061001              2091.92                         282123.31                   77.87000275         No MI                                              1.00E+17                  0
     16848443                       20061101               3272.4                            515000                            80         No MI                                              1.00E+17                  0
     16848444                       20061101              4179.17                            680000                            80         No MI                                              1.00E+17                  0
     16848445                       20061101              1112.68                         160479.48                            90         PMI                                                1.00E+17                  0
     16848446                       20070101               768.61                         115802.05                            90         Radian Guaranty                                    1.00E+17                  0
     16848447                       20061001              1576.63                         238772.75                            80         No MI                                              1.00E+17                  0
     16848449                       20061101              1957.76                            318550                   69.86000061         No MI                                              1.00E+17                  0
     16848450                       20061101                 1098                            172800                            80         No MI                                              1.00E+17                  0
     16848451                       20061101                845.9                         123510.45                   78.98000336         No MI                                              1.00E+17                  0
     16848452                       20070101              2775.72                         410949.87                            80         No MI                                              1.00E+17                  0
     16848453                       20061101               862.36                         127481.38                            80         No MI                                              1.00E+17                  0
     16848454                       20061101              1158.95                         167153.71                   61.02000046         No MI                                              1.00E+17                  0
     16848455                       20061201              1381.35                         199385.63                            80         No MI                                              1.00E+17                  0
     16848456                       20061201              3127.74                         462751.69                   79.98999786         No MI                                              1.00E+17                  0
     16848457                       20061201              2367.57                         359175.94                            80         No MI                                              1.00E+17                  0
     16848459                       20061201               654.96                          99362.07                   74.98999786         No MI                                              1.00E+17                  0
     16848460                       20061201              2341.23                         342119.33                            80         No MI                                              1.00E+17                  0
     16848463                       20061201              2432.11                          416932.5                   76.65000153         No MI                                              1.00E+17                  0
     16848464                       20061101                 5800                            960000                            80         No MI                                              1.00E+17                  0
     16848465                       20061201              1915.96                         294374.05                   79.98000336         No MI                                              1.00E+17                  0
     16848466                       20061201              3294.88                         506235.67                            80         No MI                                              1.00E+17                  0
     16848467                       20061101              4861.27                         736855.74                            80         No MI                                              1.00E+17                  0
     16848468                       20061101              3453.38                         498074.17                            80         No MI                                              1.00E+17                  0
     16848470                       20070101              2707.78                         427231.41                            70         No MI                                              1.00E+17                  0
     16848471                       20070101              1522.21                         228234.08                            80         No MI                                              1.00E+17                  0
     16848472                       20070201              3941.92                         591525.83                            75         No MI                                              1.00E+17                  0
     16848473                       20061201              1149.73                            190300                   79.98999786         No MI                                              1.00E+17                  0
     16848474                       20061201              4550.97                         673319.92                            70         No MI                                              1.00E+17                  0
     16848475                       20061201              2933.33                            512000                            80         No MI                                              1.00E+17                  0
     16848476                       20061201               836.16                         138399.17                   77.66999817         No MI                                              1.00E+17                  0
     16848477                       20061201              1293.41                         189002.98                            80         No MI                                              1.00E+17                  0
     16848478                       20070201              3653.74                         534761.83                            80         No MI                                              1.00E+17                  0
     16848479                       20061201              2605.83                            424000                            80         No MI                                              1.00E+17                  0
     16848480                       20061201              1590.17                            263200                            80         No MI                                              1.00E+17                  0
     16848481                       20070101               987.88                         152090.37                            75         No MI                                              1.00E+17                  0
     16848482                       20070101              1406.25                            250000                   42.36999893         No MI                                              1.00E+17                  0
     16848483                       20061201              1868.33                            304000                            80         No MI                                              1.00E+17                  0
     16848485                       20061201               913.79                            156650                   79.98000336         No MI                                              1.00E+17                  0
     16848488                       20061201              1262.03                         184417.47                           100         PMI                                                1.00E+17                  0
     16848490                       20061201               3678.8                          558101.9                            80         No MI                                              1.00E+17                  0
     16848491                       20061201               896.83                         134354.11                            80         No MI                                              1.00E+17                  0
     16848492                       20061201              2360.42                            412000                   74.23000336         No MI                                              1.00E+17                  0
     16848493                       20070101                 1575                            252000                            80         No MI                                              1.00E+17                  0
     16848494                       20070101              4550.89                         718036.73                            80         No MI                                              1.00E+17                  0
     16848495                       20070101               3839.7                         590462.27                            80         No MI                                              1.00E+17                  0
     16848496                       20070101              3688.19                         574158.49                            75         No MI                                              1.00E+17                  0
     16848498                       20070101                 2870                            492000                            80         No MI                                              1.00E+17                  0
     16848501                       20070101               2995.6                         453129.33                            80         No MI                                              1.00E+17                  0
     16848502                       20061201              1518.89                         206438.85                   94.94999695         PMI                                                1.00E+17                  0
     16848503                       20070101               804.26                         123677.92                            80         No MI                                              1.00E+17                  0
     16848504                       20070101              1170.37                         211991.34                   79.97000122         No MI                                              1.00E+17                  0
     16848505                       20070101              1802.83                         294049.51                            80         No MI                                              1.00E+17                  0
     16848506                       20061201               886.83                         129590.66                           100         PMI                                                1.00E+17                  0
     16848507                       20070101               858.02                         133643.35                   74.44000244         No MI                                              1.00E+17                  0
     16848508                       20070101               2212.5                            360000                            75         No MI                                              1.00E+17                  0
     16848509                       20070101              3223.39                         483301.61                   74.69999695         No MI                                              1.00E+17                  0
     16848510                       20070101              1061.63                            178800                            80         No MI                                              1.00E+17                  0
     16848512                       20061201               426.34                          58636.54                           100         PMI                                                1.00E+17                  0
     16848513                       20061201               960.04                            138573                   99.29000092         PMI                                                1.00E+17                  0
     16848515                       20070101              6393.56                         958178.49                   66.27999878         No MI                                              1.00E+17                  0
     16848516                       20070101               904.12                         150347.39                            80         No MI                                              1.00E+17                  0
     16848517                       20070101              3971.25                            706000                            80         No MI                                              1.00E+17                  0
     16848518                       20070101              2605.17                            431200                            80         No MI                                              1.00E+17                  0
     16848519                       20070101              5520.83                           1000000                   76.91999817         No MI                                              1.00E+17                  0
     16848520                       20070101                578.1                          87750.98                            80         No MI                                              1.00E+17                  0
     16848522                       20061201              2188.54                          312062.1                            95         PMI                                                1.00E+17                  0
     16848524                       20061201              2009.38                            321500                           100         PMI                                                1.00E+17                  0
     16848525                       20061201               634.89                          90527.91                   99.94999695         PMI                                                1.00E+17                  0
     16848527                       20061201               786.68                         113550.11                           100         PMI                                                1.00E+17                  0
     16848528                       20070101              3481.72                         528656.55                   72.59999847         No MI                                              1.00E+17                  0
     16848529                       20061201              1139.61                         164493.15                           100         PMI                                                1.00E+17                  0
     16848530                       20061201              3253.33                            488000                           100         PMI                                                1.00E+17                  0
     16848532                       20070201              3829.32                          589380.5                            80         No MI                                              1.00E+17                  0
     16848533                       20070101              2912.21                         446094.66                   73.61000061         No MI                                              1.00E+17                  0
     16848534                       20070201                 3625                            600000                            80         No MI                                              1.00E+17                  0
     16848535                       20070101              1839.44                         295659.71                   77.88999939         No MI                                              1.00E+17                  0
     16848536                       20070101              5728.47                         999878.88                   73.52999878         No MI                                              1.00E+17                  0
     16848537                       20070101              3096.99                         503916.97                            80         No MI                                              1.00E+17                  0
     16848538                       20070101              3837.92                         605490.94                            80         No MI                                              1.00E+17                  0
     16848540                       20070101               709.25                          98789.01                           100         PMI                                                1.00E+17                  0
     16848541                       20061201              1409.21                         233249.12                            75         No MI                                              1.00E+17                  0
     16848542                       20061201              1938.65                         273096.09                           100         PMI                                                1.00E+17                  0
     16848543                       20070101              1019.22                         143685.35                           100         PMI                                                1.00E+17                  0
     16848544                       20061201              1821.09                            277500                           100         PMI                                                1.00E+17                  0
     16848546                       20070101              2944.64                         452654.99                   78.27999878         No MI                                              1.00E+17                  0
     16848547                       20070101              2377.92                            439000                   79.98999786         No MI                                              1.00E+17                  0
     16848549                       20070101              2794.27                         418961.15                            80         No MI                                              1.00E+17                  0
     16848551                       20070101               4422.5                            732000                            80         No MI                                              1.00E+17                  0
     16848552                       20070101              1656.93                         239348.98                           100         PMI                                                1.00E+17                  0
     16848553                       20070101                 2697                            539400                   79.98999786         No MI                                              1.00E+17                  0
     16848555                       20070101              2842.98                         442818.31                            80         No MI                                              1.00E+17                  0
     16848556                       20070101              1896.23                            288950                   99.98000336         PMI                                                1.00E+17                  0
     16848557                       20070101              3099.11                         458643.36                           100         PMI                                                1.00E+17                  0
     16848559                       20070101              1625.66                         261299.27                            80         No MI                                              1.00E+17                  0
     16848562                       20070101                937.4                         126000.58                   94.91999817         PMI                                                1.00E+17                  0
     16848563                       20070201              3626.25                         546581.09                            80         No MI                                              1.00E+17                  0
     16848565                       20070101              1588.64                         270991.58                            80         No MI                                              1.00E+17                  0
     16848567                       20070201              2436.01                         391700.45                            80         No MI                                              1.00E+17                  0
     16848568                       20070201              3927.88                         628430.64                            80         No MI                                              1.00E+17                  0
     16848569                       20070101               3194.3                         538340.25                   64.29000092         No MI                                              1.00E+17                  0
     16848570                       20070201              4941.05                            790529                   56.56999969         No MI                                              1.00E+17                  0
     16848574                       20070101              3546.67                            608000                            80         No MI                                              1.00E+17                  0
     16848576                       20070101               875.83                         129686.29                   49.24000168         No MI                                              1.00E+17                  0
     16848577                       20070101              3578.75                         477047.82                   70.06999969         No MI                                              1.00E+17                  0
     16848579                       20070101               608.32                           86804.4                           100         PMI                                                1.00E+17                  0
     16848581                       20070101              1118.77                         163613.86                           100         PMI                                                1.00E+17                  0
     16848582                       20070101               1434.5                            241600                            80         No MI                                              1.00E+17                  0
     16848584                       20070101               877.49                          155997.5                            75         No MI                                              1.00E+17                  0
     16848585                       20070101              3521.14                         534600.46                            80         No MI                                              1.00E+17                  0
     16848586                       20070101                 2850                            480000                            80         No MI                                              1.00E+17                  0
     16848590                       20070101              1956.54                         309955.57                   79.98999786         No MI                                              1.00E+17                  0
     16848591                       20070201              4378.04                         673831.95                   71.05000305         No MI                                              1.00E+17                  0
     16848593                       20070101               1462.5                            260000                            80         No MI                                              1.00E+17                  0
     16848594                       20070101              2705.25                         426832.95                            80         No MI                                              1.00E+17                  0
     16848597                       20070101               777.02                         118599.42                            80         No MI                                              1.00E+17                  0
     16848598                       20070101               656.31                         104906.15                   79.97000122         No MI                                              1.00E+17                  0
     16848599                       20070101               808.09                         116731.27                           100         PMI                                                1.00E+17                  0
     16848601                       20070101               3337.2                         506522.82                            80         No MI                                              1.00E+17                  0
     16848602                       20070101               2785.5                            495200                            80         No MI                                              1.00E+17                  0
     16848603                       20070101              3417.28                         539089.85                   79.98000336         No MI                                              1.00E+17                  0
     16848604                       20070101               838.28                         125688.35                   93.33000183         PMI                                                1.00E+17                  0
     16848605                       20070101              4909.24                         660243.95                   68.20999908         No MI                                              1.00E+17                  0
     16848606                       20070101               540.58                          86407.96                   79.97000122         No MI                                              1.00E+17                  0
     16848607                       20070201              3032.01                         485060.11                   66.12000275         No MI                                              1.00E+17                  0
     16848608                       20070101               664.41                            111900                   79.98999786         No MI                                              1.00E+17                  0
     16848609                       20070101              3135.06                         494647.53                            80         No MI                                              1.00E+17                  0
     16848610                       20070201               3711.5                            685200                            80         No MI                                              1.00E+17                  0
     16848611                       20070101              3387.46                         563304.17                   58.84999847         No MI                                              1.00E+17                  0
     16848612                       20070101              2633.46                         459658.51                            80         No MI                                              1.00E+17                  0
     16848613                       20070101              3416.03                         518681.89                   77.04000092         No MI                                              1.00E+17                  0
     16848614                       20070101              3177.48                          576625.7                   67.94000244         No MI                                              1.00E+17                  0
     16848615                       20070201              3238.67                            555200                            80         No MI                                              1.00E+17                  0
     16848616                       20070101              2969.17                            509000                   79.52999878         No MI                                              1.00E+17                  0
     16848617                       20070201              3770.08                            646300                   79.98999786         No MI                                              1.00E+17                  0
     16848619                       20070101              1251.83                            207200                            80         No MI                                              1.00E+17                  0
     16848621                       20070101               3821.2                         610789.06                   79.98999786         No MI                                              1.00E+17                  0
     16848622                       20070101              2592.17                         419795.37                         77.25         No MI                                              1.00E+17                  0
     16848624                       20070201               4387.5                            780000                            80         No MI                                              1.00E+17                  0
     16848625                       20070101                 4635                            824000                            80         No MI                                              1.00E+17                  0
     16848626                       20070101              2763.28                            491250                            75         No MI                                              1.00E+17                  0
     16848627                       20070101               578.84                           90159.4                            80         No MI                                              1.00E+17                  0
     16848628                       20070201              1531.21                         246116.72                            80         No MI                                              1.00E+17                  0
     16848633                       20070101              4680.62                         710693.92                            75         No MI                                              1.00E+17                  0
     16848634                       20070101               948.91                         138772.49                   79.98999786         No MI                                              1.00E+17                  0
     16848635                       20070101              6082.73                         972276.46                            75         No MI                                              1.00E+17                  0
     16848637                       20070101              3375.67                            623200                            80         No MI                                              1.00E+17                  0
     16848638                       20070101              4441.67                            820000                            80         No MI                                              1.00E+17                  0
     16848639                       20070201              3119.35                         499071.34                            80         No MI                                              1.00E+17                  0
     16848640                       20070101              1235.58                         190005.17                           100         PMI                                                1.00E+17                  0
     16848641                       20070201              1298.47                         187713.02                           100         PMI                                                1.00E+17                  0
     16848642                       20070101              2546.74                         434425.43                          43.5         No MI                                              1.00E+17                  0
     16848643                       20070101              3632.15                          558545.4                            80         No MI                                              1.00E+17                  0
     16848644                       20070201               657.35                         103806.14                            80         No MI                                              1.00E+17                  0
     16848645                       20070101                 2795                            516000                            80         No MI                                              1.00E+17                  0
     16848646                       20070101              1087.87                         165180.24                            80         No MI                                              1.00E+17                  0
     16848647                       20070201              2307.68                         434387.75                            80         No MI                                              1.00E+17                  0
     16848648                       20070201              4097.99                         638867.57                            80         No MI                                              1.00E+17                  0
     16848650                       20070201              1368.35                         190729.51                           100         PMI                                                1.00E+17                  0
     16848651                       20070101              1497.66                            266250                            75         No MI                                              1.00E+17                  0
     16848654                       20070201              2566.67                            448000                            80         No MI                                              1.00E+17                  0
     16848655                       20070101                 5625                           1000000                         70.75         No MI                                              1.00E+17                  0
     16848656                       20070201              2959.17                            536000                            80         No MI                                              1.00E+17                  0
     16848657                       20070201              3539.58                         558984.76                            80         No MI                                              1.00E+17                  0
     16848658                       20070101                578.1                          87776.93                            80         No MI                                              1.00E+17                  0
     16848661                       20070101              3705.48                         592290.86                           100         PMI                                                1.00E+17                  0
     16848662                       20070101              4069.02                         617829.92                            80         No MI                                              1.00E+17                  0
     16848664                       20070201              3530.29                         523159.43                            80         No MI                                              1.00E+17                  0
     16848665                       20070201              2950.33                            534400                            80         No MI                                              1.00E+17                  0
     16848667                       20070201              4491.45                         798480.42                            75         No MI                                              1.00E+17                  0
     16848668                       20070201                 2475                            440000                            80         No MI                                              1.00E+17                  0
     16848669                       20070201              2648.75                            489000                            80         No MI                                              1.00E+17                  0
     16848670                       20070201              2409.17                            472000                            80         No MI                                              1.00E+17                  0
     16848671                       20070201               6096.3                         962751.43                            75         No MI                                              1.00E+17                  0
     16848672                       20070201              3254.17                            568000                            80         No MI                                              1.00E+17                  0
     16848673                       20070201              2772.92                            484000                            80         No MI                                              1.00E+17                  0
     16848674                       20070201              2873.75                            484000                            80         No MI                                              1.00E+17                  0
     16848406                       20061201              1933.33                         275671.45                   61.43999863         No MI                                              1.00E+17                  0
     16848411                       20061101               559.37                          79496.28                            80         No MI                                              1.00E+17                  0
     16848417                       20070101                 4500                            800000                            80         No MI                                              1.00E+17                  0
     16848418                       20070101              6403.11                         997338.52                   78.43000031         No MI                                              1.00E+17                  0
     16848421                       20070101              3097.52                          464428.4                            80         No MI                                              1.00E+17                  0
     16848422                       20070101               3424.9                            597800                   66.44000244         No MI                                              1.00E+17                  0
     16848424                       20070201              3074.38                         485332.74                            80         No MI                                              1.00E+17                  0
     16848425                       20070101               2869.8                         458513.46                            80         No MI                                              1.00E+17                  0
     16848427                       20070101              3744.88                         619842.67                            80         No MI                                              1.00E+17                  0
     16848428                       20061101               975.79                            170320                            80         No MI                                              1.23E+17                  0
     16848431                       20061201              1412.41                         201394.71                           100         PMI                                                1.00E+17                  0
     16848434                       20070101              1135.48                          199717.1                   55.56000137         No MI                                              1.00E+17                  0
     16851053                       20070301               818.62                         119906.38                           100         PMI                                                1.00E+17                  0
     16851107                       20070301               1093.5                            194400                            80         No MI                                              1.00E+17                  0
     16849556                       20070301               1261.2                          187050.3                            65         No MI                                              1.00E+17                  0
     16851268                       20070301              1077.92                            199000                   51.02999878         No MI                                              1.00E+17                  0
     16851319                       20070101               1159.7                         169599.74                           100         PMI                                                1.00E+17                  0
     16851323                       20070201              1727.87                         265461.54                            80         No MI                                              1.00E+17                  0
     16851379                       20070201              6054.69                            937500                            75         No MI                                              1.00E+17                  0
     16851383                       20070201               953.37                            166406                            80         No MI                                              1.00E+17                  0
     16851854                       20070301              1034.33                         146022.59                   89.98999786         GE Capital MI                                      1.00E+17                  0
     16771696                       20070201               680.28                          85403.77                            95         PMI                                                1.00E+17                  0
     16772611                       20070201               293.02                          50006.05                   37.63000107         No MI                                              1.00E+17                  0
     16772646                       20070201              3019.63                         453172.53                          85.5         GE Capital MI                                      1.00E+17                  0
     16774909                       20070101               368.75                             59000                           100         PMI                                                1.00E+17                  0
     16847989                       20070201               789.81                          89920.05                           100         PMI                                                1.00E+17                  0
     16848031                       20070201               800.79                         119923.18                            80         No MI                                              1.00E+17                  0
     16849013                       20070301              2251.97                            266900                           100         PMI                                                1.00E+17                  0
     16849047                       20070201                888.4                         134860.42                           100         PMI                                                1.00E+17                  0
     16849128                       20070201              1474.79                         214871.88                           100         PMI                                                1.00E+17                  0
     16849157                       20070301              2252.34                            348750                            75         No MI                                              1.00E+17                  0
     16849253                       20070301              3737.16                         527617.84                            80         No MI                                              1.00E+17                  0
     16849303                       20070301               1187.5                            200000                   75.47000122         No MI                                              1.00E+17                  0
     16849416                       20070201               828.12                          116830.1                           100         PMI                                                1.00E+17                  0
     16847812                       20070201              1183.54                         171097.41                            80         No MI                                              1.00E+17                  0
     16847818                       20070301                 3550                          567999.3                            80         No MI                                              1.00E+17                  0
     16845618                       20070201               746.79                          79939.49                           100         PMI                                                1.00E+17                  0
     16845722                       20070201              1777.34                            262500                           100         PMI                                                1.00E+17                  0
     16846197                       20070201              1382.52                          201428.9                            90         PMI                                                1.00E+17                  0
     16846232                       20070101               363.21                          49399.71                           100         PMI                                                1.00E+17                  0
     16846268                       20070201              2724.07                         419266.74                            80         No MI                                              1.00E+17                  0
     16847475                       20070301               865.03                         112431.85                            90         PMI                                                1.00E+17                  0
     16847477                       20070301               432.08                             68000                            80         No MI                                              1.00E+17                  0
     16847480                       20070301                 5014                         734426.63                            70         No MI                                              1.00E+17                  0
     16847614                       20070201              2406.25                            420000                            84         PMI                                                1.00E+17                  0
     16847620                       20070201               914.73                         142898.15                   40.27999878         No MI                                              1.00E+17                  0
     16845935                       20070201               971.18                         102875.18                           100         PMI                                                1.00E+17                  0
     16845951                       20061201              2841.67                            496000                            80         No MI                                              1.00E+17                  0
     16845977                       20060901              1286.13                         180771.65                            90         United Guaranty                                    1.00E+17                  0
     16846043                       20070201              3522.91                            573220                            80         No MI                                              1.00E+17                  0
     16846047                       20070301              4811.81                         741239.25                            80         No MI                                              1.00E+17                  0
     16835565                       20070201              1432.97                         237305.39                   74.22000122         No MI                                              1.00E+17                  0
     16835570                       20070201              2520.25                         439898.21                            80         No MI                                              1.00E+17                  0
     16835611                       20070301                845.8                         109933.37                            80         No MI                                              1.00E+17                  0
     16835624                       20070201               660.02                          69948.48                           100         PMI                                                1.00E+17                  0
     16838808                       20070201              3393.32                         467353.75                   71.01999664         No MI                                              1.00E+17                  0
     16838933                       20070201              4538.73                         640318.81                            75         No MI                                              1.00E+17                  0
     16838936                       20070301                742.5                            132000                            80         No MI                                                                        0
     16838946                       20070301                  900                            160000                            80         No MI                                              1.00E+17                  0
     16835693                       20070201              1586.66                         271999.67                            80         No MI                                              1.00E+17                  0
     16835764                       20070201                395.8                           55838.8                            80         No MI                                              1.00E+17                  0
     16838987                       20070301               581.21                          85133.54                            80         No MI                                              1.00E+17                  0
     16839011                       20070301               6238.7                          999073.8                   54.04999924         No MI                                              1.00E+17                  0
     16835849                       20070201              3204.19                          486930.1                            80         No MI                                              1.00E+17                  0
     16835856                       20070301               977.26                         141385.33                            80         No MI                                              1.00E+17                  0
     16839072                       20070301                975.4                         139396.48                           100         PMI                                                1.00E+17                  0
     16839077                       20070301                 1050                            168000                   73.04000092         No MI                                              1.00E+17                  0
     16839118                       20070201              1916.88                         306699.99                   99.90000153         PMI                                                1.00E+17                  0
     16835861                       20070201              1162.24                         178882.57                            80         No MI                                              1.00E+17                  0
     16835926                       20070201              2277.03                            370500                   92.62999725         PMI                                                1.00E+17                  0
     16836002                       20070201              1164.58                            172000                            80         No MI                                              1.00E+17                  0
     16838603                       20070201              4775.24                         698904.56                            80         No MI                                                                        0
     16838718                       20070201              2097.64                         299553.33                           100         PMI                                                1.00E+17                  0
     16832897                       20070301                  490                             84000                            80         No MI                                              1.00E+17                  0
     16832913                       20070301              4980.11                          729462.5                            70         No MI                                              1.00E+17                  0
     16832967                       20070301              1866.08                            319900                   79.98999786         No MI                                              1.00E+17                  0
     16833193                       20070201               615.13                          79902.73                           100         PMI                                                1.00E+17                  0
     16833296                       20070201              3859.52                         458546.67                            90         PMI                                                1.00E+17                  0
     16835174                       20070401              2528.27                            400000                   60.61000061         No MI                                              1.00E+17                  0
     16835245                       20070301              5522.68                         861739.04                   56.56000137         No MI                                              1.00E+17                  0
     16835327                       20070301                845.8                         109933.37                            80         No MI                                              1.00E+17                  0
     16835384                       20070301                 1125                            200000                   78.43000031         No MI                                              1.00E+17                  0
     16826736                       20070201              1030.41                          156587.7                            80         No MI                                              1.00E+17                  0
     16826753                       20070201              3615.58                          578463.6                            80         No MI                                              1.00E+17                  0
     16824009                       20070301               679.39                          93635.52                   79.41000366         No MI                                              1.00E+17                  0
     16826789                       20070201              2937.41                         434658.15                            80         No MI                                              1.00E+17                  0
     16826883                       20070201               675.07                          91876.12                            80         No MI                                              1.00E+17                  0
     16824288                       20070301              1154.31                         159090.44                            80         No MI                                              1.00E+17                  0
     16832822                       20070301              3690.19                         590952.15                            65         No MI                                                                        0
     16823788                       20070201               3643.5                         546799.31                            80         No MI                                              1.00E+17                  0
     16819431                       20070201               2767.7                         437086.16                   79.83000183         No MI                                              1.00E+17                  0
     16823880                       20070201              2756.13                            452716                            80         No MI                                              1.00E+17                  0
     16819531                       20070301              1422.63                         222321.04                            80         No MI                                              1.00E+17                  0
     16809755                       20070201              1493.44                         208948.23                           100         PMI                                                1.00E+17                  0
     16813604                       20070301                920.7                         123918.88                            80         No MI                                              1.00E+17                  0
     16814056                       20070201              2090.26                            299500                   98.19999695         PMI                                                1.00E+17                  0
     16809556                       20070201              1811.39                         255548.36                            80         No MI                                              1.00E+17                  0
     16804068                       20070201               851.82                         143705.65                            80         No MI                                              1.00E+17                  0
     16806827                       20070201               2832.2                         425043.87                            80         No MI                                              1.00E+17                  0
     16803931                       20070301               811.97                         105536.03                            80         No MI                                              1.00E+17                  0
     16806974                       20070201                 1425                            190000                            95         PMI                                                1.00E+17                  0
     16807110                       20070201                 1190                            204000                            80         No MI                                              1.00E+17                  0
     16804047                       20070301              1977.08                            292000                           100         PMI                                                1.00E+17                  0
     16807327                       20070301               2881.4                         449602.98                   60.81000137         No MI                                              1.00E+17                  0
     16715221                       20070101               706.66                            111212                            80         No MI                                              1.00E+17                  0
     16711136                       20070301               863.51                          121911.7                            80         No MI                                              1.00E+17                  0
     16710187                       20061101                442.5                             72000                            80         No MI                                              1.00E+17                  0
     16710194                       20061101                442.5                             72000                            80         No MI                                              1.00E+17                  0
     17026932                       20070201               979.38                         150739.26                   64.26000214         No MI                                                                        0
     17026933                       20070201               693.09                            101441                            80         No MI                                                                        0
     17026934                       20070201              1088.74                         171937.72                            65         No MI                                                                        0
     17026935                       20070201               653.94                          83029.01                            95         Radian Guaranty                                                              0
     17026936                       20070201               348.45                          44746.91                            80         No MI                                                                        0
     16544224                       20061001               879.93                         123771.47                            80         No MI                                              1.00E+17                  0
     17026675                       20070201              7613.23                        1048550.05                            75         No MI                                                                        0
     17026676                       20070101              4597.08                            748000                            80         No MI                                                                        0
     17026677                       20070201              2089.96                         334377.81                   62.97000122         No MI                                                                        0
     17026678                       20070101              1494.51                         226923.34                   56.88000107         No MI                                                                        0
     17026679                       20070201               242.25                           37285.5                   64.95999908         No MI                                                                        0
     17026680                       20070201               454.02                          69879.12                   46.66999817         No MI                                                                        0
     17026681                       20070101               380.56                          54973.46                   75.48000336         No MI                                                                        0
     17026682                       20070101              1908.38                         289763.62                   64.55999756         No MI                                                                        0
     17026683                       20070101              1102.11                          151684.1                            95         Radian Guaranty                                                              0
     17026684                       20070101                146.4                          18311.16                            80         No MI                                                                        0
     17026685                       20070301              1566.12                         238199.71                            80         No MI                                                                        0
     17026686                       20070101              1264.14                         199454.63                   51.56000137         No MI                                                                        0
     17026687                       20070101              1421.36                          197977.2                            80         No MI                                                                        0
     17026688                       20070101                538.4                          76827.47                   73.33000183         No MI                                                                        0
     17026689                       20070201               365.92                          54909.56                   18.32999992         No MI                                                                        0
     17026690                       20070101               291.71                          37015.53                            90         Mortgage Guaranty In                                                         0
     17026691                       20070201               1297.2                         199654.63                   55.79000092         No MI                                                                        0
     17026692                       20070201               901.52                         119846.43                            80         No MI                                                                        0
     17026693                       20070201               712.77                         108317.16                   63.81999969         No MI                                                                        0
     17026694                       20070201               377.62                          47944.56                            80         No MI                                                                        0
     17026697                       20070201               927.76                         135787.18                            80         No MI                                                                        0
     17026698                       20070201               936.08                         140468.67                   63.38000107         No MI                                                                        0
     17026699                       20070101               681.03                         104727.27                   29.17000008         No MI                                                                        0
     17026700                       20070201              1813.12                         275534.93                            80         No MI                                                                        0
     17026702                       20070101                832.4                         129654.03                   60.47000122         No MI                                                                        0
     17026703                       20070101               286.75                          36386.63                            90         Mortgage Guaranty In                                                         0
     17026704                       20070101              3356.23                         478924.61                            75         No MI                                                                        0
     17026705                       20070101               269.05                          34140.55                            90         Mortgage Guaranty In                                                         0
     17026706                       20070101               269.05                          34140.55                            90         Mortgage Guaranty In                                                         0
     17026707                       20070201              1223.63                         174739.43                   72.91999817         No MI                                                                        0
     17026708                       20070201              1442.48                         222015.96                            80         No MI                                                                        0
     17026709                       20070201               882.09                         135742.86                            80         No MI                                                                        0
     17026710                       20070101               881.67                         114455.14                            85         Mortgage Guaranty In                                                         0
     17026711                       20070101                534.6                          71857.74                            80         No MI                                                                        0
     17026712                       20070301              1602.98                          214561.6                   69.80999756         No MI                                                                        0
     17026713                       20070101               504.65                          69455.36                            80         No MI                                                                        0
     17026714                       20070201              2046.53                         299530.53                            75         No MI                                                                        0
     17026715                       20070101              1953.09                         308157.44                            75         No MI                                                                        0
     17026716                       20070101               345.77                          53856.28                   54.81999969         No MI                                                                        0
     17026717                       20070101              1635.05                         205151.81                   87.44999695         Radian Guaranty                                                              0
     17026718                       20070101                370.2                          44929.49                            90         Mortgage Guaranty In                                                         0
     17026719                       20070101                927.5                          71951.96                   56.08000183         No MI                                                                        0
     17026658                       20070201               936.79                         129021.59                            95         Radian Guaranty                                                              0
     17026660                       20070201               686.49                         104323.91                            95         Radian Guaranty                                                              0
     17026661                       20061201               3979.8                         611467.73                            80         No MI                                                                        0
     17026662                       20070101              1116.78                         169569.08                   58.61999893         No MI                                                                        0
     17026663                       20070301               691.36                         109281.12                   66.29000092         No MI                                                                        0
     17026664                       20070301              2739.39                         416649.67                   60.88000107         No MI                                                                        0
     17026666                       20061201               865.37                         109744.07                   75.86000061         No MI                                                                        0
     17026667                       20070101               737.65                          84590.41                   89.47000122         Mortgage Guaranty In                                                         0
     17026668                       20070101              4762.73                         723162.27                   63.59999847         No MI                                                                        0
     17026669                       20070101              1009.62                         147651.55                            80         No MI                                                                        0
     17026670                       20070201               435.41                          67879.69                            80         No MI                                                                        0
     17026674                       20070201               389.42                          49442.83                            90         Radian Guaranty                                                              0
     17026653                       20070201               545.74                          79874.81                            80         No MI                                                                        0
     17026655                       20070101               952.83                         132716.56                            95         Radian Guaranty                                                              0
     17026656                       20070101              1727.91                         229556.99                   76.66999817         No MI                                                                        0
     17026657                       20061201               516.08                          65447.35                            80         No MI                                                                        0
     17026624                       20061201               818.61                         119605.68                            80         No MI                                                                        0
     17026626                       20070101               670.62                         100550.69                            80         No MI                                                                        0
     17026627                       20061201               682.18                          99685.11                   70.41999817         No MI                                                                        0
     17026628                       20061201               440.51                           62811.2                   56.75999832         No MI                                                                        0
     17026629                       20070201               646.77                             95846                            80         No MI                                                                        0
     17026631                       20070201              1366.41                         207649.52                            80         No MI                                                                        0
     17026632                       20061201              3437.57                         528159.23                   74.12999725         No MI                                                                        0
     17026633                       20070201               955.05                          139780.9                            80         No MI                                                                        0
     17026634                       20061201              3438.17                            502413                            80         No MI                                                                        0
     17026635                       20070201               433.57                           65888.8                            80         No MI                                                                        0
     17026636                       20070201               714.85                            103342                   74.45999908         No MI                                                                        0
     17026637                       20070201               373.34                          47943.12                            80         No MI                                                                        0
     17026638                       20070201               398.23                          51139.32                            80         No MI                                                                        0
     17026639                       20070101               311.53                          39531.16                            90         Mortgage Guaranty In                                                         0
     17026640                       20070201               599.61                          88857.23                   94.68000031         Radian Guaranty                                                              0
     17026641                       20061201               848.85                         107648.95                   89.98999786         Mortgage Guaranty In                                                         0
     17026643                       20070201              1294.15                         196668.05                   74.90000153         No MI                                                                        0
     17026645                       20070101               506.21                          66371.73                            90         Radian Guaranty                                                              0
     17026649                       20061201               184.19                          26914.98                            90         Radian Guaranty                                                              0
     17026650                       20070101               185.93                          23171.02                   26.78000069         No MI                                                                        0
     17026652                       20070201              1653.64                         223070.26                            80         No MI                                                                        0
     17026571                       20070201              1468.65                         204709.68                   73.20999908         No MI                                                                        0
     17026572                       20070201               903.93                         137368.14                            80         No MI                                                                        0
     17026573                       20061001               693.87                          87889.94                            90         Mortgage Guaranty In                                                         0
     17026574                       20061201               825.43                         120619.01                   79.61000061         No MI                                                                        0
     17026575                       20061101               584.37                          75766.54                            80         No MI                                                                        0
     17026576                       20061201              2522.61                         382698.42                            80         No MI                                                                        0
     17026577                       20070101               484.42                          62884.68                            90         PMI                                                                          0
     17026580                       20061101               689.04                          92492.32                            80         No MI                                                                        0
     17026581                       20070101               896.74                         127962.68                            95         Radian Guaranty                                                              0
     17026582                       20061101              1154.96                         158734.66                            85         Mortgage Guaranty In                                                         0
     17026583                       20061201              5854.66                         877089.35                            80         No MI                                                                        0
     17026584                       20061201               529.87                          59585.28                            90         PMI                                                                          0
     17026587                       20061101               379.88                          47609.18                            90         Mortgage Guaranty In                                                         0
     17026589                       20061101               848.23                         117976.76                            80         No MI                                                                        0
     17026590                       20061101               465.16                          60981.05                            80         No MI                                                                        0
     17026594                       20061101               818.08                         116467.31                            78         No MI                                                                        0
     17026596                       20061201               393.68                          51059.65                   89.90000153         Mortgage Guaranty In                                                         0
     17026597                       20061201               773.37                           96979.6                            72         No MI                                                                        0
     17026598                       20070101               522.26                          79298.48                   52.65000153         No MI                                                                        0
     17026600                       20061201               377.62                          47888.31                            80         No MI                                                                        0
     17026601                       20061101               358.04                          44871.99                            90         Mortgage Guaranty In                                                         0
     17026602                       20070201               544.82                          83854.95                            80         No MI                                                                        0
     17026604                       20061201               591.62                          78534.98                            75         No MI                                                                        0
     17026605                       20061201               347.59                          50775.48                            80         No MI                                                                        0
     17026606                       20070201              1125.85                         173282.26                   77.15000153         No MI                                                                        0
     17026607                       20070101              1538.27                         219507.12                            80         No MI                                                                        0
     17026608                       20061201              1613.71                          247935.9                            80         No MI                                                                        0
     17026610                       20070201               615.31                          87868.97                            80         No MI                                                                        0
     17026611                       20061101              1447.37                         206222.23                   73.93000031         No MI                                                                        0
     17026612                       20061201               573.13                          79771.96                            80         No MI                                                                        0
     17026613                       20061201               6332.3                         925296.25                            79         No MI                                                                        0
     17026614                       20061201              1364.35                         199370.25                   64.51999664         No MI                                                                        0
     17026615                       20070101              1148.78                         168003.52                            80         No MI                                                                        0
     17026616                       20061201               695.48                          90228.49                            90         Mortgage Guaranty In                                                         0
     17026617                       20070201              1220.94                         172249.51                   76.33000183         No MI                                                                        0
     17026618                       20061201               454.49                          64805.23                   41.93999863         No MI                                                                        0
     17026619                       20070201              2005.95                         279603.49                            80         No MI                                                                        0
     17026620                       20061101              4540.19                         696952.45                   58.33000183         No MI                                                                        0
     17026621                       20061201              3620.99                         549331.73                            80         No MI                                                                        0
     17026622                       20070201              1563.33                            268000                            80         No MI                                                                        0
     17026556                       20061101               502.65                           62958.8                            95         Mortgage Guaranty In                                                         0
     17026557                       20070101               669.24                          92108.18                   61.52999878         No MI                                                                        0
     17026558                       20061101              1124.18                         143591.93                   86.56999969         Mortgage Guaranty In                                                         0
     17026559                       20061001               193.34                          24216.75                            90         Mortgage Guaranty In                                                         0
     17026561                       20061001                901.6                         118169.82                            90         Mortgage Guaranty In                                                         0
     17026562                       20061101               570.27                          74249.64                   54.74000168         No MI                                                                        0
     17026563                       20070101              1135.05                         174545.44                   53.02999878         No MI                                                                        0
     17026566                       20061201               870.25                         125533.75                            80         No MI                                                                        0
     17026568                       20070201              1280.62                         199646.12                            80         No MI                                                                        0
     17026569                       20070101                455.5                          65798.53                   72.47000122         No MI                                                                        0
     17026570                       20061201               350.88                             44000                            90         Mortgage Guaranty In                                                         0
     17026520                       20060901               676.14                           89589.9                            90         Radian Guaranty                                                              0
     17026522                       20061001              5207.25                         637917.27                            80         No MI                                                                        0
     17026524                       20061001              1027.91                         127323.36                   94.98000336         PMI                                                                          0
     17026525                       20060901              1246.93                         146196.08                            90         Mortgage Guaranty In                                                         0
     17026527                       20060901               627.64                          76845.98                            95         Radian Guaranty                                                              0
     17026528                       20061101              1454.37                         207218.44                            80         No MI                                                                        0
     17026530                       20061001               547.14                          67772.94                            80         No MI                                                                        0
     17026531                       20061201               846.13                         109333.48                            95         Radian Guaranty                                                              0
     17026533                       20070101               3178.6                          470661.4                   70.41999817         No MI                                                                        0
     17026534                       20070301               337.27                          51955.23                            80         No MI                                                                        0
     17026535                       20061201              4040.25                         612936.41                            80         No MI                                                                        0
     17026538                       20061001               647.64                          90010.93                            80         No MI                                                                        0
     17026541                       20061001              4138.52                         532606.03                   51.33000183         No MI                                                                        0
     17026542                       20061001               882.06                          110261.3                            80         No MI                                                                        0
     17026543                       20061201              4922.47                         701890.44                            80         No MI                                                                        0
     17026544                       20061001               504.83                          68518.37                            80         No MI                                                                        0
     17026548                       20061201               997.73                         123726.01                            80         No MI                                                                        0
     17026549                       20061101              1416.14                         175512.03                            80         No MI                                                                        0
     17026550                       20061201               482.17                          66315.14                   78.23999786         No MI                                                                        0
     17026551                       20061101               981.48                         136510.28                          68.5         No MI                                                                        0
     17026552                       20061101               783.12                         111579.17                   70.88999939         No MI                                                                        0
     17026553                       20061101              6076.59                         921069.68                   63.79000092         No MI                                                                        0
     17026554                       20061001               254.26                          31487.91                            80         No MI                                                                        0
     17026515                       20060901              1224.19                         158732.06                   68.22000122         No MI                                                                        0
     17026517                       20061001               510.56                          66154.32                            80         No MI                                                                        0
     17026518                       20060901               423.09                          51801.82                            80         No MI                                                                        0
     17026922                       20070201               429.85                          59915.03                   78.94999695         No MI                                                                        0
     17026923                       20070201               913.56                         135382.49                            80         No MI                                                                        0
     17026924                       20070201               917.05                         122497.04                   72.34999847         No MI                                                                        0
     17026925                       20070201              1905.09                          289384.3                   74.36000061         No MI                                                                        0
     17026926                       20070201              2283.97                         314565.01                   89.23999786         Radian Guaranty                                                              0
     17026927                       20070201               816.63                         128965.77                            80         No MI                                                                        0
     17026928                       20070301               780.97                         115827.31                            80         No MI                                                                        0
     17026929                       20070201               750.67                          99792.12                            80         No MI                                                                        0
     17026931                       20070201               893.42                         135770.84                            80         No MI                                                                        0
     17026659                       20070201              1899.22                         246699.66                            95         Mortgage Guaranty In                                                         0
     17026829                       20070201              1250.77                          187690.9                            80         No MI                                                                        0
     17004506                       20070301              3253.33                            512000                            80         No MI                                              1.00E+17                  0
     16982719                       20070301              3497.92                            460000                            80         No MI                                              1.00E+17                  0
     16971921                       20070301                797.5                            139200                            80         No MI                                              1.00E+17                  0
     16978564                       20070301              2932.38                         399900.95                            80         No MI                                              1.00E+17                  0
     16978574                       20070301                472.9                          74972.41                   45.45000076         No MI                                              1.00E+17                  0
     16984348                       20070301              1680.03                         215872.47                            80         No MI                                              1.00E+17                  0
     16991016                       20070301              1687.02                          259910.9                   73.23999786         No MI                                              1.00E+17                  0
     16991032                       20070301               1852.5                            312000                            80         No MI                                              1.00E+17                  0
     16990941                       20070301               980.73                         164930.21                   47.13999939         No MI                                              1.01E+17                  0
     16990946                       20070301              1902.08                            332000                            80         No MI                                                                        0
     16980165                       20070301              3985.17                            598509                   86.19000244         PMI                                                1.00E+17                  0
     16980172                       20070301               1909.5                            321600                            80         No MI                                              1.00E+17                  0
     16851813                       20070301                481.3                          67950.78                           100         PMI                                                1.00E+17                  0
     16857177                       20070301              1472.67                            220900                            94         PMI                                                1.00E+17                  0
     16857226                       20070301               2166.2                         369837.97                         70.75         No MI                                              1.00E+17                  0
     16857253                       20070301               3117.5                            516000                            80         No MI                                              1.00E+17                  0
     16857258                       20070301              1439.27                          224920.1                           100         PMI                                                1.00E+17                  0
     16857100                       20070301               823.58                         136444.23                   63.49000168         No MI                                              1.00E+17                  0
     16852544                       20070301                 1305                            208800                            80         No MI                                              1.00E+17                  0
     16852546                       20070301               593.41                          79867.71                            80         No MI                                              1.00E+17                  0
     16852496                       20070301               497.21                          73740.98                            90         Republic MIC                                       1.00E+17                  0
     16852623                       20070301              2983.56                         459603.94                   76.66999817         No MI                                              1.00E+17                  0
     16912658                       20070301               781.25                            125000                   97.66000366         PMI                                                1.00E+17                  0
     16856156                       20070301              1529.36                            271886                            80         No MI                                              1.00E+17                  0
     16964986                       20070301              1218.12                         167884.38                           100         PMI                                                1.00E+17                  0
     16965029                       20070301              1928.69                         265816.94                            95         PMI                                                1.00E+17                  0
     16965047                       20070301               777.08                         116704.25                   79.73000336         No MI                                              1.00E+17                  0
     16856197                       20070301              2298.57                         332546.76                            80         No MI                                              1.00E+17                  0
     16964978                       20070301              2107.64                         359842.36                          59.5         No MI                                              1.00E+17                  0
     16968049                       20070301              1698.12                            296400                            65         No MI                                              1.00E+17                  0
     16968030                       20070301              2078.33                            344000                           100         PMI                                                1.00E+17                  0
     16970198                       20070301              5122.49                         799294.18                   61.54000092         No MI                                              1.00E+17                  0
     16970214                       20070301              1875.99                         274785.47                   88.70999908         PMI                                                1.00E+17                  0
     16971805                       20070301              6469.21                         902362.67                            70         No MI                                              1.00E+17                  0
     16971874                       20070301              1218.93                         193245.69                            80         No MI                                              1.00E+17                  0
     16847240                       20070301              1076.25                            184500                            90         PMI                                                1.00E+17                  0
     16843881                       20070301              1166.67                            200000                   61.54000092         No MI                                              1.00E+17                  0
     16845396                       20070301               807.08                            149000                   41.38999939         No MI                                              1.00E+17                  0
     16845470                       20070301               328.47                          49957.99                           100         PMI                                                1.00E+17                  0
     16845501                       20070201               2187.5                            280000                   94.91999817         PMI                                                1.00E+17                  0
     16845516                       20070301              1675.78                            247500                            90         PMI                                                1.00E+17                  0
     16847312                       20070301                902.5                            152000                            95         PMI                                                1.00E+17                  0
     16847200                       20070301              1203.62                         165885.76                   94.86000061         PMI                                                1.00E+17                  0
     16847207                       20070301              2919.72                         467566.53                            80         No MI                                              1.00E+17                  0
     16848803                       20070301              1100.24                         171938.93                            80         No MI                                              1.00E+17                  0
     16848753                       20070301                 3645                            583200                            80         No MI                                              1.00E+17                  0
     16848812                       20070301               599.61                          88928.83                   98.88999939         PMI                                                1.00E+17                  0
     16848952                       20070301               821.82                         111924.85                            80         No MI                                              1.00E+17                  0
     16851521                       20070301               727.23                         110606.99                            90         PMI                                                1.00E+17                  0
     16851489                       20070301               705.38                          94937.85                           100         PMI                                                1.00E+17                  0
     16851447                       20070301               1866.7                          239858.3                            80         No MI                                              1.00E+17                  0
     16851648                       20070301               610.31                            108500                   88.20999908         Republic MIC                                       1.00E+17                  0
     16851565                       20070301                 2950                            472000                            80         No MI                                              1.00E+17                  0
     16851580                       20070301              1912.58                            311200                            80         No MI                                              1.00E+17                  0
     16851651                       20070301              3335.32                         459683.43                            80         No MI                                              1.00E+17                  0
     16851709                       20070301              1456.56                         248681.05                            80         No MI                                              1.00E+17                  0
     16851768                       20070301               546.56                             95400                         53.75         No MI                                              1.00E+17                  0
     16851772                       20070301                 1170                            208000                            65         No MI                                              1.00E+17                  0
     16838437                       20070301              1252.29                         192933.86                   74.23000336         No MI                                              1.00E+17                  0
     16845341                       20070301               938.68                         137392.65                            80         No MI                                              1.00E+17                  0
     16811569                       20070201              2627.56                            370950                   79.98999786         No MI                                              1.00E+17                  0
     16818788                       20070201              1343.13                         206857.68                           100         PMI                                                1.00E+17                  0
     16818851                       20070301               1093.5                            194400                            80         No MI                                              1.00E+17                  0
     16818775                       20070301              2092.32                         318232.42                   74.94000244         No MI                                              1.00E+17                  0
     16818961                       20070301              2733.85                         421137.09                   76.63999939         No MI                                              1.00E+17                  0
     16823352                       20070301              4098.27                         615495.06                   71.79000092         No MI                                              1.00E+17                  0
     16823517                       20070301               1185.4                         187930.85                            80         No MI                                              1.00E+17                  0
     17034721                       20070301              4055.15                         649397.98                   68.41999817         No MI                                                                        0
     16802941                       20070301              2579.08                         359745.92                           100         PMI                                                1.01E+17                  0
     16787029                       20070301              1395.41                         206954.37                            80         No MI                                              1.00E+17                  0
     16775713                       20070201              1643.16                         234650.09                            94         PMI                                                1.00E+17                  0
     16764813                       20070301               840.58                         129488.42                            80         No MI                                              1.00E+17                  0
     16772879                       20070301               633.27                          98812.74                   79.76000214         No MI                                              1.00E+17                  0
     16716205                       20070301              3801.83                         499010.67                   66.23000336         No MI                                              1.00E+17                  0
     16696354                       20070201               522.86                          67917.32                            80         No MI                                              1.00E+17                  0
     16693456                       20061201              1168.68                            164990                           100         PMI                                                1.00E+17                  0
     16692412                       20061201               615.13                          79804.08                            80         No MI                                              1.00E+17                  0
     16709142                       20070301               918.56                         149940.82                          62.5         No MI                                              1.00E+17                  0
     16968431                       20070301              1326.04                            190000                           100         PMI                                                1.00E+17                  0
     16968439                       20070301                 1740                            288000                            80         No MI                                              1.00E+17                  0
     16968450                       20061201                 3685                            536000                            80         No MI                                              1.00E+17                  0
     16968473                       20070201               833.69                           94915.6                           100         PMI                                                1.00E+17                  0
     16968509                       20070301               1370.1                            220391                   89.98999786         PMI                                                1.00E+17                  0
     16965496                       20070301               2099.5                            296400                            95         PMI                                                1.00E+17                  0
     16965499                       20070301               515.39                          76438.83                            75         No MI                                              1.00E+17                  0
     16968575                       20070301              3384.33                            624800                            80         No MI                                              1.00E+17                  0
     16968634                       20070301               711.67                            112000                            80         No MI                                              1.00E+17                  0
     16968658                       20070301               322.66                          41459.51                            80         No MI                                              1.00E+17                  0
     16968720                       20070301              1627.98                          250783.9                   98.43000031         PMI                                                1.00E+17                  0
     16968789                       20070301               771.47                         101436.92                   79.91999817         No MI                                              1.00E+17                  0
     16968808                       20070301                 1064                            159600                            95         PMI                                                1.00E+17                  0
     16968861                       20070301               601.98                          79150.77                            80         No MI                                              1.00E+17                  0
     16970471                       20061201              1155.42                            188000                            80         No MI                                              1.00E+17                  0
     16970487                       20061201              1302.34                         183462.21                            80         No MI                                              1.00E+17                  0
     16970528                       20070101              3389.76                         514692.02                            80         No MI                                              1.00E+17                  0
     16970538                       20070101                843.7                         118939.52                            80         No MI                                              1.00E+17                  0
     16970546                       20070301               520.22                          74344.78                            80         No MI                                              1.00E+17                  0
     16970547                       20070301              1268.05                         176875.07                   93.16000366         PMI                                                1.00E+17                  0
     16970588                       20070201              2072.03                         299542.04                           100         PMI                                                1.00E+17                  0
     16970626                       20070201              2804.67                         368539.68                           100         PMI                                                1.00E+17                  0
     16970669                       20070301              1448.33                            176000                            80         No MI                                              1.00E+17                  0
     16970671                       20070301               412.51                          63545.24                            80         No MI                                              1.00E+17                  0
     16970686                       20070201               424.12                          59116.15                            80         No MI                                              1.00E+17                  0
     16970707                       20070301              1265.08                         158910.86                           100         PMI                                                1.00E+17                  0
     16965592                       20070301                 2200                            384000                            80         No MI                                              1.00E+17                  0
     16968309                       20070301               587.34                          83937.66                            80         No MI                                              1.00E+17                  0
     16968359                       20070101                623.7                          83834.03                            80         No MI                                              1.00E+17                  0
     16968384                       20070301               673.15                         106403.73                   74.48000336         No MI                                              1.00E+17                  0
     16968413                       20070301               984.67                            168800                           100         PMI                                                1.00E+17                  0
     16859611                       20070301               512.03                          75939.22                            80         No MI                                              1.00E+17                  0
     16859665                       20070301              2576.17                            449659                            80         No MI                                              1.00E+17                  0
     16859672                       20070301                 1140                            192000                            80         No MI                                              1.00E+17                  0
     16962968                       20070301              2578.33                            364000                            80         No MI                                              1.00E+17                  0
     16963001                       20070201              2392.05                         420932.71                            80         No MI                                              1.00E+17                  0
     16859161                       20070301              1397.73                         215314.46                   79.97000122         No MI                                              1.00E+17                  0
     16963127                       20070301               919.26                         116782.77                            95         PMI                                                1.00E+17                  0
     16963128                       20070301              1435.99                         237902.76                   66.84999847         No MI                                              1.00E+17                  0
     16963145                       20070201              1068.79                         138830.14                           100         PMI                                                1.00E+17                  0
     16963201                       20070301               771.38                          118827.6                            70         No MI                                              1.00E+17                  0
     16859193                       20070301               532.09                          69158.08                            80         No MI                                              1.00E+17                  0
     16963240                       20070301               409.31                          59953.19                            75         No MI                                              1.00E+17                  0
     16963272                       20070301              3653.65                            575000                           100         PMI                                                1.00E+17                  0
     16963278                       20070201               997.28                          129542.3                   99.97000122         PMI                                                1.00E+17                  0
     16963281                       20070301               811.37                         107931.13                            80         No MI                                              1.00E+17                  0
     16963284                       20070301                845.9                         123903.27                            80         No MI                                              1.00E+17                  0
     16859336                       20070201               984.65                         147504.97                            80         No MI                                              1.00E+17                  0
     16859364                       20070301                 1414                            242400                   79.48000336         No MI                                              1.00E+17                  0
     16963324                       20070201               467.77                           62917.3                           100         PMI                                                1.00E+17                  0
     16963333                       20070301               6852.3                          979272.7                            80         No MI                                              1.00E+17                  0
     16965209                       20070101              1365.31                            257000                   50.88999939         No MI                                              1.00E+17                  0
     16859372                       20070301              1402.07                         202845.53                           100         PMI                                                1.00E+17                  0
     16859417                       20070301               745.14                         111908.19                            80         No MI                                              1.00E+17                  0
     16859444                       20070301              3123.09                         467850.66                            80         No MI                                              1.00E+17                  0
     16859480                       20070301              1544.39                         207863.94                   99.51999664         PMI                                                1.00E+17                  0
     16859486                       20070301              1496.88                            239500                   87.73000336         PMI                                                1.00E+17                  0
     16965345                       20070201               441.37                          60071.01                            80         No MI                                              1.00E+17                  0
     16965350                       20070401              3665.99                            580000                   62.70000076         No MI                                              1.00E+17                  0
     16965412                       20070301              8143.23                           1325000                   50.47999954         No MI                                              1.00E+17                  0
     16965421                       20070301               671.25                          95928.75                   79.33999634         No MI                                              1.00E+17                  0
     16859559                       20070301              2991.51                         472861.14                            80         No MI                                              1.00E+17                  0
     16859569                       20070301              1052.76                         156136.03                            80         No MI                                              1.00E+17                  0
     16965474                       20070301               550.76                          81684.63                            75         No MI                                              1.00E+17                  0
     16965485                       20070301               510.34                          75689.43                            75         No MI                                              1.00E+17                  0
     16856456                       20070301              1044.68                         125536.57                            80         No MI                                              1.00E+17                  0
     16856555                       20070201               1153.7                         164754.33                   97.34999847         PMI                                                1.00E+17                  0
     16856578                       20061101               820.31                            125000                           100         PMI                                                1.00E+17                  0
     16856585                       20070201               1297.2                         199647.13                   78.73999786         No MI                                              1.00E+17                  0
     16853248                       20070301              1653.92                         217464.75                            80         No MI                                              1.00E+17                  0
     16853253                       20070201              1486.39                         204716.75                           100         PMI                                                1.00E+17                  0
     16856595                       20070301              3406.35                         511580.32                            80         No MI                                              1.00E+17                  0
     16856639                       20070301              1273.03                          159910.3                           100         PMI                                                1.00E+17                  0
     16856664                       20070301              1147.38                         198808.73                         49.75         No MI                                              1.00E+17                  0
     16856689                       20070301                 1881                            316800                            80         No MI                                              1.00E+17                  0
     16856691                       20070301              1458.33                            250000                   53.65000153         No MI                                              1.00E+17                  0
     16856717                       20070301              2304.17                            395000                   91.86000061         GE Capital MI                                      1.00E+17                  0
     16853280                       20070201              3122.94                          533933.4                            80         No MI                                              1.00E+17                  0
     16856725                       20070301               576.15                          82338.85                            80         No MI                                              1.00E+17                  0
     16856799                       20070201              1878.17                         249680.06                   78.12999725         No MI                                              1.00E+17                  0
     16856814                       20070201               738.67                            116250                   71.76000214         No MI                                              1.00E+17                  0
     16856818                       20070301               652.91                          74367.09                            80         No MI                                              1.00E+17                  0
     16856888                       20070301              3467.27                         527356.58                            80         No MI                                              1.00E+17                  0
     16856955                       20070301              1032.94                         169834.78                   73.27999878         No MI                                              1.00E+17                  0
     16856959                       20070301               695.82                         101920.43                            80         No MI                                              1.00E+17                  0
     16856964                       20070301              1573.79                         239365.73                            80         No MI                                              1.00E+17                  0
     16856993                       20070301                 3281                          551766.5                            80         No MI                                              1.00E+17                  0
     16857004                       20070301               758.75                         107122.42                            80         No MI                                              1.00E+17                  0
     16857319                       20070301               676.14                          89942.61                            80         No MI                                              1.00E+17                  0
     16857440                       20070301               538.15                          63968.52                           100         PMI                                                1.00E+17                  0
     16857457                       20070301              1051.62                         150288.38                            80         No MI                                              1.00E+17                  0
     16857531                       20070301               851.28                         111930.39                            80         No MI                                              1.00E+17                  0
     16857550                       20070301                 2475                            396000                           100         PMI                                                1.00E+17                  0
     16859069                       20070301              2947.88                         454108.68                            90         Mortgage Guaranty In                               1.00E+17                  0
     16856434                       20070301              1416.67                            200000                   95.23999786         PMI                                                1.00E+17                  0
     16856442                       20070301              3056.96                         499003.04                            80         No MI                                              1.00E+17                  0
     16562630                       20061001               1297.2                         198952.16                   71.43000031         No MI                                              1.00E+17                  0
     16852783                       20070301               307.57                          39975.76                   57.97000122         No MI                                              1.00E+17                  0
     16852161                       20070301               796.41                         125886.09                   30.36000061         No MI                                              1.00E+17                  0
     16852194                       20070301              1460.68                            197500                           100         PMI                                                1.00E+17                  0
     16852917                       20070301              4437.29                            722000                   73.30000305         No MI                                              1.00E+17                  0
     16852927                       20070301               704.05                          95885.62                            95         PMI                                                1.00E+17                  0
     16852933                       20070301               1417.5                         210096.71                            80         No MI                                              1.00E+17                  0
     16852240                       20070301               759.62                            123600                            80         No MI                                              1.00E+17                  0
     16852257                       20070301                269.2                          38471.43                   79.37999725         No MI                                              1.00E+17                  0
     16852261                       20070301                265.7                           37971.8                   79.16999817         No MI                                              1.00E+17                  0
     16852327                       20070101               877.16                         126707.34                           100         PMI                                                1.00E+17                  0
     16852329                       20061201              2214.24                            346200                           100         PMI                                                1.00E+17                  0
     16852423                       20070301               441.96                          65547.54                   72.88999939         No MI                                              1.00E+17                  0
     16853117                       20070301                322.4                          50305.57                   33.47999954         No MI                                              1.00E+17                  0
     17026867                       20070101              2140.37                         329142.83                   73.33000183         No MI                                                                        0
     17026895                       20070201                648.5                            102414                            95         Radian Guaranty                                                              0
     17027046                       20070301              1002.98                         139901.19                            80         No MI                                                                        0
     16207435                       20060701              1131.11                            155008                            80         No MI                                              1.00E+17                  0
     16839059                       20070201              2212.24                         349365.47                            50         No MI                                              1.00E+17                  0
     16857447                       20061201               790.09                         124327.17                   59.81000137         No MI                                              1.00E+17                  0
     16835853                       20070201              1700.55                            296824                            80         No MI                                              1.00E+17                  0
     16848521                       20070101              4324.47                         648392.25                   74.29000092         No MI                                              1.00E+17                  0
     16851896                       20070201              1480.32                         216660.42                            70         No MI                                              1.00E+17                  0
     16814168                       20070201              1790.71                         262089.22                            70         No MI                                              1.00E+17                  0
     16729845                       20070101              2407.81                            345000                           100         PMI                                                1.00E+17                  0
     17011040                       20070201              1425.54                         216634.33                   48.22000122         No MI                                              1.00E+17                  0
     17011478                       20061201               583.58                          86142.77                            75         No MI                                              1.00E+17                  0
     17011479                       20070101               678.08                          91143.56                   74.58000183         No MI                                              1.00E+17                  0
     17011480                       20070101              1061.91                         175783.05                            80         No MI                                              1.00E+17                  0
     17011483                       20070201               570.05                          74906.45                            75         No MI                                              1.00E+17                  0
     17011484                       20070201               799.84                         104953.27                            70         No MI                                              1.00E+17                  0
     17011486                       20070101              1138.55                         143913.69                            80         No MI                                              1.00E+17                  0
     17011493                       20070201              1516.38                          201506.9                            80         No MI                                              1.00E+17                  0
     17011496                       20070201                550.3                          69572.29                            80         No MI                                              1.00E+17                  0
     17011498                       20070201               961.33                            164800                            80         No MI                                              1.00E+17                  0
     17011500                       20070201              2018.05                         239762.97                            80         No MI                                              1.00E+17                  0


   LOAN_ID                 NEXT_RATE_ADJ_DATE1                 MAX_RATE              MIN_RATE               PER_RATE_CAP               GROUP_ID                 LIEN                BALLOON              IO_PERIOD
   -------                 -------------------                 --------              --------               ------------               --------                 ----                -------              ---------
     17026506                                                            7                    0                            0         G01                   First Lien             No                               0
     17026507                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026508                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026510                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026795                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026796                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026797                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026798                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026799                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026800                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026801                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026802                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026803                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026804                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026805                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026806                                                            7                    0                            0         G01                   First Lien             No                             120
     17026808                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026810                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026811                                                        7.875                    0                            0         G01                   First Lien             No                             120
     17026812                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026813                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026814                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026815                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026816                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026818                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026819                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026820                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026821                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026822                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026823                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026824                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026825                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026826                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026827                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026828                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026830                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026831                                                        6.375                    0                            0         G01                   First Lien             No                             120
     17026832                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026834                                                            7                    0                            0         G01                   First Lien             No                               0
     17026835                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026836                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026837                                                            7                    0                            0         G01                   First Lien             No                               0
     17026838                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026839                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17026840                                                            8                    0                            0         G01                   First Lien             No                               0
     17026841                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026842                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026843                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026844                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026845                                                        6.125                    0                            0         G01                   First Lien             No                               0
     17026846                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026847                                                        7.125                    0                            0         G01                   First Lien             No                             120
     17026848                                                            7                    0                            0         G01                   First Lien             No                               0
     17026849                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026850                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026851                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17026852                                                            7                    0                            0         G01                   First Lien             No                               0
     17026853                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026854                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026855                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026856                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026857                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026858                                                            7                    0                            0         G01                   First Lien             No                             120
     17026859                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026860                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026861                                                            7                    0                            0         G01                   First Lien             No                               0
     17026862                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026863                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026864                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026865                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026866                                                        7.125                    0                            0         G01                   First Lien             No                             120
     17026868                                                            7                    0                            0         G01                   First Lien             No                             120
     17026869                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026870                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026871                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026872                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026873                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026874                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026875                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026876                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17026877                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026878                                                        6.375                    0                            0         G01                   First Lien             No                             120
     17026879                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026880                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026881                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026883                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026884                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026885                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026886                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026887                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026888                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026889                                                            7                    0                            0         G01                   First Lien             No                               0
     17026890                                                         8.75                    0                            0         G01                   First Lien             No                             120
     17026891                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026892                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026893                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026894                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026896                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026897                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026898                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17026899                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026900                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026901                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026902                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026905                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026906                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026907                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026908                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026909                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026910                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026911                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026913                                                            7                    0                            0         G01                   First Lien             No                               0
     17026914                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026915                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026916                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026917                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026918                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026919                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026920                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026921                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026753                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026754                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026755                                                            7                    0                            0         G01                   First Lien             No                               0
     17026756                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026758                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026759                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026760                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026761                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026762                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026763                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026766                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17026767                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026768                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026769                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026770                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026771                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026772                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026773                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026774                                                        5.875                    0                            0         G01                   First Lien             No                               0
     17026775                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026776                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026777                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026778                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026779                                                            7                    0                            0         G01                   First Lien             No                               0
     17026780                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026781                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026782                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026783                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026784                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026785                                                            7                    0                            0         G01                   First Lien             No                               0
     17026786                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026787                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026788                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026789                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17026790                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026791                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17026792                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026793                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026794                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026720                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026721                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026722                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026726                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026728                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026729                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026730                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026731                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026732                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026734                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026735                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026736                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026737                                                        6.375                    0                            0         G01                   First Lien             No                             120
     17026738                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026740                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026742                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026744                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026745                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026746                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026748                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026750                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026751                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026752                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16803651                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16803278                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16803411                                                            7                    0                            0         G01                   First Lien             No                             120
     16801777                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16798808                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16798817                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16798640                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16798571                                                            7                    0                            0         G01                   First Lien             No                             120
     16798587                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16791124                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026986                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17013167                                                            7                    0                            0         G01                   First Lien             No                             120
     16844802                                                         8.25                    0                            0         G01                   First Lien             Yes                              0
     16844814                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16844827                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17055840                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17044082                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17048138                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17042516                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17034421                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17034622                                                        7.125                    0                            0         G01                   First Lien             No                             120
     17027556                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17022119                                                         7.75                    0                            0         G01                   First Lien             No                             120
     17015156                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17016360                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17021081                                                          7.5                    0                            0         G01                   First Lien             No                             120
     17014793                                                        6.625                    0                            0         G01                   First Lien             No                             120
     17014795                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17014797                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17014800                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17014804                                                            6                    0                            0         G01                   First Lien             No                             120
     17014962                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17014965                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17014983                                                        7.625                    0                            0         G01                   First Lien             No                             120
     17015005                                                          8.5                    0                            0         G01                   First Lien             No                             120
     17012812                                                        9.875                    0                            0         G01                   First Lien             No                             120
     17012898                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17013454                                                        7.875                    0                            0         G01                   First Lien             No                              60
     17013482                                                        6.125                    0                            0         G01                   First Lien             Yes                              0
     17013606                                                         6.25                    0                            0         G01                   First Lien             No                             120
     17013633                                                         8.25                    0                            0         G01                   First Lien             No                             120
     17012736                                                            8                    0                            0         G01                   First Lien             No                               0
     17012778                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17012786                                                        6.375                    0                            0         G01                   First Lien             Yes                              0
     17011324                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17011341                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17009182                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17009238                                                            7                    0                            0         G01                   First Lien             No                             120
     17009282                                                        7.875                    0                            0         G01                   First Lien             No                             120
     17010990                                                         6.25                    0                            0         G01                   First Lien             Yes                              0
     17011087                                                          7.5                    0                            0         G01                   First Lien             No                             120
     17011090                                                         7.75                    0                            0         G01                   First Lien             No                             120
     17011200                                                         8.75                    0                            0         G01                   First Lien             No                             120
     17011207                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17004910                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17004913                                                        8.125                    0                            0         G01                   First Lien             No                             120
     17004916                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     17004926                                                         7.75                    0                            0         G01                   First Lien             Yes                              0
     17004931                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17004935                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17004943                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17005027                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17005106                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17005146                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17008957                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     17008986                                                            7                    0                            0         G01                   First Lien             Yes                              0
     17004798                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17004801                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17004825                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17004868                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17004870                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17004874                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17004888                                                          7.5                    0                            0         G01                   First Lien             No                             120
     17004891                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     17004892                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17004898                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17004902                                                            8                    0                            0         G01                   First Lien             No                               0
     17004772                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17004774                                                         7.75                    0                            0         G01                   First Lien             No                             120
     17004778                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17004783                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17003330                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17003368                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17004667                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17004670                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17004672                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17004707                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17004721                                                        7.875                    0                            0         G01                   First Lien             No                             120
     17004751                                                          9.5                    0                            0         G01                   First Lien             No                               0
     17002237                                                        7.625                    0                            0         G01                   First Lien             No                             120
     17002260                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17002277                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17002313                                                        9.875                    0                            0         G01                   First Lien             No                               0
     17002333                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17003231                                                        6.125                    0                            0         G01                   First Lien             No                               0
     16823965                                                        9.375                    0                            0         G01                   First Lien             No                               0
     16848649                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16990197                                                            7                    0                            0         G01                   First Lien             No                             120
     17002199                                                            8                    0                            0         G01                   First Lien             No                               0
     17000380                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     17000393                                                        7.625                    0                            0         G01                   First Lien             No                             120
     17000401                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17000436                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17000447                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17001919                                                            8                    0                            0         G01                   First Lien             No                               0
     17002004                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17002013                                                            7                    0                            0         G01                   First Lien             No                               0
     17002027                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17002078                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17002094                                                        6.375                    0                            0         G01                   First Lien             No                             120
     17000319                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17000336                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16995158                                                            7                    0                            0         G01                   First Lien             No                             120
     16995172                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16995181                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16995182                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16995204                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16995215                                                            6                    0                            0         G01                   First Lien             No                               0
     16995219                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16995228                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16995266                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16995324                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17000088                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17000091                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17000161                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17000174                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16994952                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16994958                                                        7.675                    0                            0         G01                   First Lien             No                               0
     16994976                                                            8                    0                            0         G01                   First Lien             No                               0
     16994986                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16994999                                                            8                    0                            0         G01                   First Lien             No                               0
     16995006                                                            7                    0                            0         G01                   First Lien             No                               0
     16995011                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16995031                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16995062                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16990128                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16990143                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16990163                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16990165                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16990167                                                         8.25                    0                            0         G01                   First Lien             No                             120
     16990173                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16990175                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16990177                                                            7                    0                            0         G01                   First Lien             No                               0
     16990220                                                        6.625                    0                            0         G01                   First Lien             Yes                              0
     16990262                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16990274                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16990287                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16990312                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16990315                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16991377                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16991378                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16991379                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16991381                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16991383                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16991385                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16991386                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16991390                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16991393                                                            8                    0                            0         G01                   First Lien             No                               0
     16991395                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16991396                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16991397                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16991399                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16991400                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16991401                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16991404                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16991410                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16991413                                                            7                    0                            0         G01                   First Lien             No                               0
     16991417                                                            7                    0                            0         G01                   First Lien             No                               0
     16991424                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16991425                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16991432                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16991447                                                        8.875                    0                            0         G01                   First Lien             No                               0
     16991506                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16991528                                                         6.25                    0                            0         G01                   First Lien             No                               0
     16991530                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16991532                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16991621                                                        8.875                    0                            0         G01                   First Lien             Yes                              0
     16991631                                                        8.375                    0                            0         G01                   First Lien             No                             120
     16991679                                                         6.25                    0                            0         G01                   First Lien             No                             120
     16991722                                                        6.999                    0                            0         G01                   First Lien             No                               0
     16991762                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16991764                                                        6.375                    0                            0         G01                   First Lien             Yes                              0
     16991777                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16985123                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16985267                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16981525                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16981642                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16981667                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16981791                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16981816                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16981858                                                         9.25                    0                            0         G01                   First Lien             No                             120
     16982831                                                            7                    0                            0         G01                   First Lien             No                               0
     16982868                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16982869                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16982892                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16982906                                                        8.825                    0                            0         G01                   First Lien             No                               0
     16982989                                                            6                    0                            0         G01                   First Lien             No                             120
     16983034                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16983150                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16983155                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16983156                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16983168                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16984655                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16984671                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16984713                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16984750                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16984774                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16984794                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16984803                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16984849                                                            7                    0                            0         G01                   First Lien             No                               0
     16984947                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16984952                                                        7.875                    0                            0         G01                   First Lien             Yes                              0
     16984954                                                          7.5                    0                            0         G01                   First Lien             Yes                              0
     16984969                                                            8                    0                            0         G01                   First Lien             No                               0
     16985045                                                           10                    0                            0         G01                   First Lien             No                               0
     16981190                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16981207                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16981208                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16981231                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16981282                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16981290                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16981343                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16981473                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16981495                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16981498                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16981157                                                         8.25                    0                            0         G01                   First Lien             No                             120
     16981090                                                         7.75                    0                            0         G01                   First Lien             Yes                              0
     16980827                                                            9                    0                            0         G01                   First Lien             No                               0
     16980830                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16980845                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16980851                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16980864                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16980927                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16979468                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16979475                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16979476                                                        6.125                    0                            0         G01                   First Lien             No                               0
     16979478                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16979479                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16979485                                                         8.25                    0                            0         G01                   First Lien             No                             120
     16979497                                                            7                    0                            0         G01                   First Lien             No                               0
     16980398                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16980405                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16980447                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16980470                                                            7                    0                            0         G01                   First Lien             No                             120
     16980536                                                        8.375                    0                            0         G01                   First Lien             No                             120
     16980555                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16980595                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16980643                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16980649                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16980686                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16980730                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16980782                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16978930                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16978933                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16978946                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16978962                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16978964                                                            8                    0                            0         G01                   First Lien             No                               0
     16979049                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16979073                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16979186                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16979196                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16979221                                                         8.75                    0                            0         G01                   First Lien             No                             120
     16979225                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16979442                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16974190                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16974200                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16974261                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16974291                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16974294                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16974419                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16974434                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16974438                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16978698                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16978722                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16978827                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16978847                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16978854                                                            7                    0                            0         G01                   First Lien             No                               0
     16978865                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16978867                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16978877                                                            7                    0                            0         G01                   First Lien             No                             120
     16978884                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16974111                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16974120                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16974121                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16974132                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16974162                                                          7.6                    0                            0         G01                   First Lien             No                               0
     16973968                                                         8.75                    0                            0         G01                   First Lien             No                             120
     16973979                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16973989                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16973990                                                        9.375                    0                            0         G01                   First Lien             No                               0
     16974002                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16974079                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16973776                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16973796                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16970815                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16970842                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16970885                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16973742                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16790421                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16788887                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16788535                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16786231                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16729680                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16729445                                                        8.525                    0                            0         G01                   First Lien             No                             120
     16721943                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16723295                                                        8.625                    0                            0         G01                   First Lien             No                             120
     16721751                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16717392                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16569854                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16350208                               19000101                 6.625                    0                            0         G01                   First Lien             No                               0
     17027090                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17027091                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027092                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17027093                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027094                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17027095                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027096                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027097                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16780794                                                        8.625                    0                            0         G01                   First Lien             No                             120
     16780859                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16778722                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17027055                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027056                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027058                                                        6.625                    0                            0         G01                   First Lien             No                             120
     17027059                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17027060                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17027061                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17027062                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17027063                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17027064                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17027065                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027066                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17027067                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027068                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027070                                                        6.125                    0                            0         G01                   First Lien             No                               0
     17027071                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17027074                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027075                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17027076                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17027077                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027078                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027079                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027080                                                        6.875                    0                            0         G01                   First Lien             No                             120
     17027081                                                            7                    0                            0         G01                   First Lien             No                               0
     17027083                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027084                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027085                                                            9                    0                            0         G01                   First Lien             No                               0
     17027087                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027088                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17027089                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026995                                                            9                    0                            0         G01                   First Lien             No                               0
     17026996                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17026997                                                            8                    0                            0         G01                   First Lien             No                               0
     17026998                                                            7                    0                            0         G01                   First Lien             No                               0
     17026999                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027000                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027001                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027002                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17027003                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027004                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027005                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027006                                                            7                    0                            0         G01                   First Lien             No                               0
     17027007                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027008                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17027009                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027010                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17027011                                                        8.125                    0                            0         G01                   First Lien             No                             120
     17027012                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17027013                                                          7.5                    0                            0         G01                   First Lien             No                             120
     17027014                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027015                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17027016                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027018                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027019                                                        7.625                    0                            0         G01                   First Lien             No                             120
     17027020                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17027021                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17027022                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027024                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17027025                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027026                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17027027                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027028                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027029                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17027030                                                            8                    0                            0         G01                   First Lien             No                               0
     17027031                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027032                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027033                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027034                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17027035                                                            6                    0                            0         G01                   First Lien             No                               0
     17027036                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17027037                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17027038                                                        8.125                    0                            0         G01                   First Lien             No                             120
     17027039                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027041                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17027042                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17027043                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17027044                                                        7.125                    0                            0         G01                   First Lien             No                             120
     17027047                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17027048                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17027049                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027050                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027051                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027052                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027053                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17027054                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026980                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026981                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026982                                                            7                    0                            0         G01                   First Lien             No                               0
     17026983                                                            7                    0                            0         G01                   First Lien             No                             120
     17026984                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026987                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026988                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026990                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17026991                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026992                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026994                                                         7.25                    0                            0         G01                   First Lien             No                             120
     17026958                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026959                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026960                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026961                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026962                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17026963                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026965                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026967                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026969                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026970                                                         6.25                    0                            0         G01                   First Lien             No                               0
     17026971                                                            8                    0                            0         G01                   First Lien             No                               0
     17026972                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026974                                                        6.625                    0                            0         G01                   First Lien             No                             120
     17026975                                                         6.75                    0                            0         G01                   First Lien             No                             120
     17026976                                                            7                    0                            0         G01                   First Lien             No                               0
     17026977                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17027073                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026953                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026954                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026955                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026957                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026943                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026944                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026945                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026946                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026949                                                        6.125                    0                            0         G01                   First Lien             No                               0
     17026950                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026951                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026952                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026937                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026938                                                        6.375                    0                            0         G01                   First Lien             No                             120
     17026939                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026940                                                          6.5                    0                            0         G01                   First Lien             No                             120
     17026942                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16777031                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16775184                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16775243                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16775258                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16775268                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16775061                                                          7.5                    0                            0         G01                   First Lien             Yes                              0
     16765336                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16768042                                                         8.75                    0                            0         G01                   First Lien             No                               0
     16765640                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16358165                                                            8                    0                            0         G01                   First Lien             No                               0
     17026964                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17027045                                                            7                    0                            0         G01                   First Lien             No                             120
     16990926                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16844741                                                         7.75                    0                            0         G01                   First Lien             No                             120
     17026647                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026809                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17027069                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17027086                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026903                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026749                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026912                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026765                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17026947                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16844523                                                            8                    0                            0         G01                   First Lien             No                               0
     16844528                                                       10.875                    0                            0         G01                   First Lien             No                               0
     16844487                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16844448                                                            7                    0                            0         G01                   First Lien             No                             120
     16840322                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16844282                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16844291                                                            8                    0                            0         G01                   First Lien             No                               0
     16840236                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16840231                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17013166                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17013168                                                            7                    0                            0         G01                   First Lien             No                               0
     17013169                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16990927                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16840038                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16839959                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16839703                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16839775                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16839837                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16839685                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16839698                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17011481                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     17011485                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17011488                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     17011490                                                         8.75                    0                            0         G01                   First Lien             Yes                              0
     17011495                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17011497                                                          8.5                    0                            0         G01                   First Lien             No                             120
     17011501                                                          9.5                    0                            0         G01                   First Lien             No                               0
     17011502                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17011503                                                         7.75                    0                            0         G01                   First Lien             No                             120
     17011504                                                        8.875                    0                            0         G01                   First Lien             Yes                              0
     17011505                                                        8.875                    0                            0         G01                   First Lien             Yes                              0
     17011506                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     17011507                                                            7                    0                            0         G01                   First Lien             No                             120
     16987886                                                        9.375                    0                            0         G01                   First Lien             No                               0
     16987887                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16987890                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16987892                                                        9.125                    0                            0         G01                   First Lien             No                               0
     16987893                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16987894                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16987896                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16987897                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16987898                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16987899                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16987900                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16987901                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16987903                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16987904                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16987905                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16987906                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16987907                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16987909                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16987911                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16964127                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964128                                                            7                    0                            0         G01                   First Lien             No                             120
     16964130                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16964131                                                            7                    0                            0         G01                   First Lien             No                               0
     16964132                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16964133                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964134                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16964135                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16964136                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16964138                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16964139                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16964140                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964141                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16964143                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16964144                                                         6.99                    0                            0         G01                   First Lien             No                             120
     16964145                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964146                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964148                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964149                                                         6.99                    0                            0         G01                   First Lien             No                             120
     16964150                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16964152                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964153                                                         6.99                    0                            0         G01                   First Lien             No                             120
     16964155                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964157                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964159                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16964160                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16964161                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16964163                                                            7                    0                            0         G01                   First Lien             No                             120
     16964164                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964165                                                            7                    0                            0         G01                   First Lien             No                             120
     16964167                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964170                                                        5.875                    0                            0         G01                   First Lien             No                             120
     16964172                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16964173                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16964175                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16964178                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16964179                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16964180                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16964181                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964182                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16964183                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16964185                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16964186                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16964187                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16964188                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16964189                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16964190                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16964197                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964201                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16964202                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16964206                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16964217                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16964220                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16964222                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16964223                                                        8.625                    0                            0         G01                   First Lien             No                             120
     16964227                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964228                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16964229                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16964230                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16964231                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16964233                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16964234                                                         8.25                    0                            0         G01                   First Lien             No                             120
     16964235                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964236                                                            7                    0                            0         G01                   First Lien             No                             120
     16964238                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964239                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16964240                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16964241                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964242                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964243                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16964245                                                            8                    0                            0         G01                   First Lien             No                             120
     16964247                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964248                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16964249                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16964250                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16964253                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16964254                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964256                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964258                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16964263                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964264                                                        6.125                    0                            0         G01                   First Lien             Yes                              0
     16964265                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16964076                                                        8.625                    0                            0         G01                   First Lien             No                             120
     16964079                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16964081                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964083                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16964084                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16964085                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16964086                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16964088                                                            7                    0                            0         G01                   First Lien             No                             120
     16964089                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16964093                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16964098                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16964099                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16964100                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16964101                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16964102                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16964105                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16964108                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16964109                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16964110                                                        6.625                    0                            0         G01                   First Lien             Yes                              0
     16964113                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16964114                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16964115                                                        6.625                    0                            0         G01                   First Lien             Yes                              0
     16964116                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16964117                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16964119                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     16964121                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16964122                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848435                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848436                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848437                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848438                                                            7                    0                            0         G01                   First Lien             No                               0
     16848439                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848441                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16848443                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16848444                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848445                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848446                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848447                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848449                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848450                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16848451                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848452                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848453                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848454                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848455                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848456                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848457                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848459                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848460                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848463                                                            7                    0                            0         G01                   First Lien             No                             120
     16848464                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848465                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848466                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848467                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848468                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848470                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848471                                                            7                    0                            0         G01                   First Lien             No                               0
     16848472                                                            7                    0                            0         G01                   First Lien             No                               0
     16848473                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848474                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848475                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848476                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848477                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848478                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848479                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848480                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848481                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16848482                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848483                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848485                                                            7                    0                            0         G01                   First Lien             No                             120
     16848488                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848490                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848491                                                            7                    0                            0         G01                   First Lien             No                               0
     16848492                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848493                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16848494                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848495                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848496                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848498                                                            7                    0                            0         G01                   First Lien             No                             120
     16848501                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848502                                                            8                    0                            0         G01                   First Lien             No                               0
     16848503                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848504                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16848505                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16848506                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848507                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848508                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848509                                                            7                    0                            0         G01                   First Lien             No                               0
     16848510                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16848512                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16848513                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848515                                                            7                    0                            0         G01                   First Lien             No                               0
     16848516                                                            6                    0                            0         G01                   First Lien             No                               0
     16848517                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848518                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848519                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16848520                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848522                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848524                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16848525                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848527                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848528                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848529                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848530                                                            8                    0                            0         G01                   First Lien             No                             120
     16848532                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848533                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848534                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848535                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16848536                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848537                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16848538                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848540                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16848541                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848542                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16848543                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16848544                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16848546                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848547                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848549                                                            7                    0                            0         G01                   First Lien             No                               0
     16848551                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848552                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848553                                                            6                    0                            0         G01                   First Lien             No                             120
     16848555                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848556                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16848557                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848559                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16848562                               19000101                 8.125                    0                            0         G01                   First Lien             No                               0
     16848563                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848565                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16848567                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16848568                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848569                                                        5.875                    0                            0         G01                   First Lien             No                               0
     16848570                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848574                                                            7                    0                            0         G01                   First Lien             No                             120
     16848576                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848577                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848579                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848581                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848582                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16848584                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848585                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848586                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16848590                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16848591                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848593                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848594                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848597                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848598                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848599                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848601                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848602                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848603                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848604                                                            7                    0                            0         G01                   First Lien             No                               0
     16848605                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848606                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848607                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848608                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16848609                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848610                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848611                                                            6                    0                            0         G01                   First Lien             No                               0
     16848612                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848613                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848614                                                            6                    0                            0         G01                   First Lien             Yes                              0
     16848615                                                            7                    0                            0         G01                   First Lien             No                             120
     16848616                                                            7                    0                            0         G01                   First Lien             No                             120
     16848617                                                            7                    0                            0         G01                   First Lien             No                             120
     16848619                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848621                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848622                                                         6.25                    0                            0         G01                   First Lien             No                               0
     16848624                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848625                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848626                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848627                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848628                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16848633                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848634                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16848635                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848637                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848638                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848639                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848640                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848641                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16848642                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16848643                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16848644                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848645                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848646                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848647                                                        6.375                    0                            0         G01                   First Lien             No                             120
     16848648                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848650                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16848651                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848654                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848655                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848656                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16848657                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848658                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848661                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848662                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16848664                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848665                                                        6.625                    0                            0         G01                   First Lien             No                             120
     16848667                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848668                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848669                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16848670                                                        6.125                    0                            0         G01                   First Lien             No                             120
     16848671                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848672                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848673                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848674                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16848406                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848411                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848417                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16848418                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16848421                                                            7                    0                            0         G01                   First Lien             No                               0
     16848422                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848424                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16848425                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848427                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16848428                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848431                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16848434                                                         6.25                    0                            0         G01                   First Lien             Yes                              0
     16851053                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16851107                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16849556                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16851268                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16851319                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16851323                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16851379                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16851383                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16851854                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16771696                                                        8.875                    0                            0         G01                   First Lien             No                               0
     16772611                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16772646                                                        6.999                    0                            0         G01                   First Lien             No                               0
     16774909                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16847989                                                           10                    0                            0         G01                   First Lien             No                               0
     16848031                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     16849013                                                       10.125                    0                            0         G01                   First Lien             No                             120
     16849047                                                          7.5                    0                            0         G01                   First Lien             Yes                              0
     16849128                                                        7.875                    0                            0         G01                   First Lien             Yes                              0
     16849157                                                         7.75                    0                            0         G01                   First Lien             No                             120
     16849253                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16849303                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16849416                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16847812                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16847818                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16845618                                                        10.75                    0                            0         G01                   First Lien             No                               0
     16845722                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16846197                                                        7.875                    0                            0         G01                   First Lien             Yes                              0
     16846232                                                            8                    0                            0         G01                   First Lien             No                               0
     16846268                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16847475                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16847477                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16847480                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16847614                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16847620                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16845935                                                       10.875                    0                            0         G01                   First Lien             No                               0
     16845951                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16845977                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16846043                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16846047                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16835565                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16835570                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16835611                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16835624                                                       10.875                    0                            0         G01                   First Lien             No                               0
     16838808                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16838933                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16838936                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16838946                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16835693                                                            7                    0                            0         G01                   First Lien             No                             120
     16835764                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16838987                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16839011                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16835849                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16835856                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16839072                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16839077                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16839118                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16835861                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16835926                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16836002                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16838603                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16838718                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16832897                                                            7                    0                            0         G01                   First Lien             No                             120
     16832913                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16832967                                                            7                    0                            0         G01                   First Lien             No                             120
     16833193                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16833296                                                          9.5                    0                            0         G01                   First Lien             No                               0
     16835174                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16835245                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16835327                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16835384                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16826736                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16826753                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16824009                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16826789                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16826883                                                            8                    0                            0         G01                   First Lien             No                               0
     16824288                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16832822                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16823788                                                        6.999                    0                            0         G01                   First Lien             No                               0
     16819431                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16823880                                                        6.125                    0                            0         G01                   First Lien             No                               0
     16819531                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16809755                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16813604                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16814056                                                        8.375                    0                            0         G01                   First Lien             No                             120
     16809556                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16804068                                                        5.875                    0                            0         G01                   First Lien             No                               0
     16806827                                                        6.999                    0                            0         G01                   First Lien             No                               0
     16803931                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16806974                                                            9                    0                            0         G01                   First Lien             No                             120
     16807110                                                            7                    0                            0         G01                   First Lien             No                             120
     16804047                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16807327                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16715221                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16711136                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16710187                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16710194                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17026932                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026933                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026934                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026935                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026936                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16544224                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026675                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026676                                                        7.375                    0                            0         G01                   First Lien             No                             120
     17026677                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026678                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026679                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026680                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026681                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026682                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026683                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026684                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026685                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026686                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026687                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026688                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026689                                                            7                    0                            0         G01                   First Lien             No                               0
     17026690                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026691                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026692                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026693                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026694                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026697                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026698                                                            7                    0                            0         G01                   First Lien             No                               0
     17026699                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026700                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026702                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026703                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026704                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026705                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026706                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026707                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026708                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026709                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026710                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026711                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17026712                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026713                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026714                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026715                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026716                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026717                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026718                                                         9.25                    0                            0         G01                   First Lien             No                               0
     17026719                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026658                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026660                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026661                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026662                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026663                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026664                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026666                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026667                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026668                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026669                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026670                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026674                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026653                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026655                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026656                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026657                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026624                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026626                                                            7                    0                            0         G01                   First Lien             No                               0
     17026627                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026628                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026629                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026631                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026632                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026633                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026634                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026635                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026636                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026637                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026638                                                        8.625                    0                            0         G01                   First Lien             No                               0
     17026639                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026640                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026641                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026643                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026645                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17026649                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026650                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026652                                                        6.375                    0                            0         G01                   First Lien             No                               0
     17026571                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026572                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026573                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026574                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026575                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026576                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026577                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026580                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17026581                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026582                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026583                                                            7                    0                            0         G01                   First Lien             No                               0
     17026584                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026587                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026589                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026590                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17026594                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026596                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026597                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026598                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026600                                                         8.75                    0                            0         G01                   First Lien             No                               0
     17026601                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026602                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026604                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026605                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026606                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026607                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026608                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026610                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026611                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026612                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026613                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026614                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026615                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026616                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026617                                                        7.625                    0                            0         G01                   First Lien             No                               0
     17026618                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026619                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026620                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026621                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026622                                                            7                    0                            0         G01                   First Lien             No                             120
     17026556                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026557                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026558                                                            7                    0                            0         G01                   First Lien             No                               0
     17026559                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026561                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17026562                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026563                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026566                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026568                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026569                                                        7.375                    0                            0         G01                   First Lien             No                               0
     17026570                                                        8.875                    0                            0         G01                   First Lien             No                               0
     17026520                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026522                                                        9.125                    0                            0         G01                   First Lien             No                               0
     17026524                                                            9                    0                            0         G01                   First Lien             No                               0
     17026525                                                        9.625                    0                            0         G01                   First Lien             No                               0
     17026527                                                        9.125                    0                            0         G01                   First Lien             No                               0
     17026528                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026530                                                            9                    0                            0         G01                   First Lien             No                               0
     17026531                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026533                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026534                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026535                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026538                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026541                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026542                                                         7.25                    0                            0         G01                   First Lien             No                               0
     17026543                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026544                                                            8                    0                            0         G01                   First Lien             No                               0
     17026548                                                            9                    0                            0         G01                   First Lien             No                               0
     17026549                                                            9                    0                            0         G01                   First Lien             No                               0
     17026550                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026551                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026552                                                          7.5                    0                            0         G01                   First Lien             No                               0
     17026553                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026554                                                            9                    0                            0         G01                   First Lien             No                               0
     17026515                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026517                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026518                                                        9.125                    0                            0         G01                   First Lien             No                               0
     17026922                                                         7.75                    0                            0         G01                   First Lien             No                               0
     17026923                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026924                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026925                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026926                                                        7.875                    0                            0         G01                   First Lien             No                               0
     17026927                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17026928                                                        7.125                    0                            0         G01                   First Lien             No                               0
     17026929                                                         8.25                    0                            0         G01                   First Lien             No                               0
     17026931                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17026659                                                          8.5                    0                            0         G01                   First Lien             No                               0
     17026829                                                            7                    0                            0         G01                   First Lien             No                               0
     17004506                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16982719                                                        9.125                    0                            0         G01                   First Lien             No                             120
     16971921                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16978564                                                          8.5                    0                            0         G01                   First Lien             Yes                              0
     16978574                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16984348                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16991016                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16991032                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16990941                                                        6.625                    0                            0         G01                   First Lien             Yes                              0
     16990946                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16980165                                                            7                    0                            0         G01                   First Lien             No                               0
     16980172                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16851813                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16857177                                                            8                    0                            0         G01                   First Lien             No                             120
     16857226                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16857253                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16857258                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16857100                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16852544                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16852546                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16852496                               19000101                 7.125                    0                            0         G01                   First Lien             No                               0
     16852623                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16912658                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16856156                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16964986                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16965029                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16965047                                                            7                    0                            0         G01                   First Lien             No                               0
     16856197                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16964978                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16968049                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16968030                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16970198                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16970214                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16971805                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16971874                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     16847240                                                            7                    0                            0         G01                   First Lien             No                             120
     16843881                                                            7                    0                            0         G01                   First Lien             No                             120
     16845396                                                          6.5                    0                            0         G01                   First Lien             No                             120
     16845470                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16845501                                                        9.375                    0                            0         G01                   First Lien             No                             120
     16845516                                                        8.125                    0                            0         G01                   First Lien             No                             120
     16847312                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16847200                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16847207                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16848803                                                         7.25                    0                            0         G01                   First Lien             Yes                              0
     16848753                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16848812                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16848952                                                            8                    0                            0         G01                   First Lien             No                               0
     16851521                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16851489                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16851447                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16851648                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16851565                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16851580                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16851651                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16851709                                                          6.5                    0                            0         G01                   First Lien             Yes                              0
     16851768                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16851772                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16838437                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16845341                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16811569                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16818788                                                        7.375                    0                            0         G01                   First Lien             Yes                              0
     16818851                                                         6.75                    0                            0         G01                   First Lien             No                             120
     16818775                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16818961                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16823352                                                            7                    0                            0         G01                   First Lien             No                               0
     16823517                                                        7.125                    0                            0         G01                   First Lien             Yes                              0
     17034721                                                        6.375                    0                            0         G01                   First Lien             No                               0
     16802941                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16787029                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16775713                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16764813                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16772879                                                        6.625                    0                            0         G01                   First Lien             No                               0
     16716205                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16696354                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16693456                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16692412                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16709142                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16968431                                                        8.375                    0                            0         G01                   First Lien             No                             120
     16968439                                                         7.25                    0                            0         G01                   First Lien             No                             120
     16968450                                                         8.25                    0                            0         G01                   First Lien             No                             120
     16968473                                                           10                    0                            0         G01                   First Lien             No                               0
     16968509                                                            7                    0                            0         G01                   First Lien             Yes                              0
     16965496                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16965499                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16968575                                                          6.5                    0                            0         G01                   First Lien             No                              60
     16968634                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16968658                                                        8.625                    0                            0         G01                   First Lien             No                               0
     16968720                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16968789                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16968808                                                            8                    0                            0         G01                   First Lien             No                             120
     16968861                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16970471                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16970487                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16970528                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16970538                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16970546                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16970547                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16970588                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16970626                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16970669                                                        9.875                    0                            0         G01                   First Lien             No                             120
     16970671                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16970686                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16970707                                                        8.875                    0                            0         G01                   First Lien             No                               0
     16965592                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16968309                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16968359                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16968384                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16968413                                                            7                    0                            0         G01                   First Lien             No                             120
     16859611                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16859665                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16859672                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16962968                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16963001                                                         6.25                    0                            0         G01                   First Lien             Yes                              0
     16859161                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16963127                                                         8.75                    0                            0         G01                   First Lien             No                               0
     16963128                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     16963145                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16963201                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16859193                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16963240                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16963272                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16963278                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16963281                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16963284                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16859336                                                            7                    0                            0         G01                   First Lien             No                               0
     16859364                                                            7                    0                            0         G01                   First Lien             No                             120
     16963324                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16963333                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16965209                                                        6.375                    0                            0         G01                   First Lien             No                             120
     16859372                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16859417                                                            7                    0                            0         G01                   First Lien             No                               0
     16859444                                                        7.625                    0                            0         G01                   First Lien             Yes                              0
     16859480                                                        8.125                    0                            0         G01                   First Lien             No                               0
     16859486                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16965345                                                            8                    0                            0         G01                   First Lien             No                               0
     16965350                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16965412                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16965421                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16859559                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16859569                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16965474                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16965485                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16856456                                                        9.375                    0                            0         G01                   First Lien             No                               0
     16856555                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16856578                                                        7.875                    0                            0         G01                   First Lien             No                             120
     16856585                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16853248                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16853253                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16856595                                                            7                    0                            0         G01                   First Lien             No                               0
     16856639                                                        8.875                    0                            0         G01                   First Lien             No                               0
     16856664                                                        6.375                    0                            0         G01                   First Lien             Yes                              0
     16856689                                                        7.125                    0                            0         G01                   First Lien             No                             120
     16856691                                                            7                    0                            0         G01                   First Lien             No                             120
     16856717                                                            7                    0                            0         G01                   First Lien             No                             120
     16853280                                                         5.75                    0                            0         G01                   First Lien             No                               0
     16856725                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16856799                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16856814                                                        7.625                    0                            0         G01                   First Lien             No                             120
     16856818                                                           10                    0                            0         G01                   First Lien             No                               0
     16856888                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16856955                                                        6.125                    0                            0         G01                   First Lien             No                               0
     16856959                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16856964                                                        6.875                    0                            0         G01                   First Lien             No                               0
     16856993                                                        6.625                    0                            0         G01                   First Lien             Yes                              0
     16857004                                                        7.625                    0                            0         G01                   First Lien             No                               0
     16857319                                                         8.25                    0                            0         G01                   First Lien             No                               0
     16857440                                                          9.5                    0                            0         G01                   First Lien             No                               0
     16857457                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16857531                                                        8.375                    0                            0         G01                   First Lien             No                               0
     16857550                                                          7.5                    0                            0         G01                   First Lien             No                             120
     16859069                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16856434                                                          8.5                    0                            0         G01                   First Lien             No                             120
     16856442                                                        6.875                    0                            0         G01                   First Lien             Yes                              0
     16562630                                                         6.75                    0                            0         G01                   First Lien             No                               0
     16852783                                                          8.5                    0                            0         G01                   First Lien             No                               0
     16852161                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16852194                                                        8.875                    0                            0         G01                   First Lien             No                             120
     16852917                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16852927                                                            8                    0                            0         G01                   First Lien             No                               0
     16852933                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16852240                                                        7.375                    0                            0         G01                   First Lien             No                             120
     16852257                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16852261                                                          7.5                    0                            0         G01                   First Lien             No                               0
     16852327                                                        7.375                    0                            0         G01                   First Lien             No                               0
     16852329                                                        7.675                    0                            0         G01                   First Lien             No                             120
     16852423                                                        7.125                    0                            0         G01                   First Lien             No                               0
     16853117                                                        6.625                    0                            0         G01                   First Lien             No                               0
     17026867                                                         6.75                    0                            0         G01                   First Lien             No                               0
     17026895                                                          6.5                    0                            0         G01                   First Lien             No                               0
     17027046                                                         7.75                    0                            0         G01                   First Lien             No                               0
     16207435                                                        7.875                    0                            0         G01                   First Lien             No                               0
     16839059                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16857447                                                          6.5                    0                            0         G01                   First Lien             No                               0
     16835853                                                        6.875                    0                            0         G01                   First Lien             No                             120
     16848521                                                            7                    0                            0         G01                   First Lien             No                               0
     16851896                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16814168                                                         7.25                    0                            0         G01                   First Lien             No                               0
     16729845                                                        8.375                    0                            0         G01                   First Lien             No                             120
     17011040                                                        6.875                    0                            0         G01                   First Lien             No                               0
     17011478                                                         7.75                    0                            0         G01                   First Lien             Yes                              0
     17011479                                                        8.125                    0                            0         G01                   First Lien             No                               0
     17011480                                                         6.75                    0                            0         G01                   First Lien             Yes                              0
     17011483                                                        8.375                    0                            0         G01                   First Lien             No                               0
     17011484                                                        8.875                    0                            0         G01                   First Lien             Yes                              0
     17011486                                                         9.25                    0                            0         G01                   First Lien             Yes                              0
     17011493                                                         8.75                    0                            0         G01                   First Lien             Yes                              0
     17011496                                                         9.25                    0                            0         G01                   First Lien             Yes                              0
     17011498                                                            7                    0                            0         G01                   First Lien             No                             120
     17011500                                                          9.5                    0                            0         G01                   First Lien             No                               0


   LOAN_ID                     PORTFOLIO                     PREPAY
   -------                     ---------                     ------
     17026506         CNDU                                 No
     17026507         CNDU                                 No
     17026508         CNDU                                 No
     17026510         CNDU                                 No
     17026795         CNDU                                 No
     17026796         CNDU                                 No
     17026797         CNDU                                 No
     17026798         CNDU                                 No
     17026799         CNDU                                 No
     17026800         CNDU                                 No
     17026801         CNDU                                 No
     17026802         CNDU                                 No
     17026803         CNDU                                 No
     17026804         CNDU                                 No
     17026805         CNDU                                 No
     17026806         CNDU                                 No
     17026808         CNDU                                 No
     17026810         CNDU                                 No
     17026811         CNDU                                 No
     17026812         CNDU                                 No
     17026813         CNDU                                 No
     17026814         CNDU                                 No
     17026815         CNDU                                 No
     17026816         CNDU                                 No
     17026818         CNDU                                 No
     17026819         CNDU                                 No
     17026820         CNDU                                 No
     17026821         CNDU                                 No
     17026822         CNDU                                 No
     17026823         CNDU                                 No
     17026824         CNDU                                 No
     17026825         CNDU                                 No
     17026826         CNDU                                 No
     17026827         CNDU                                 No
     17026828         CNDU                                 No
     17026830         CNDU                                 No
     17026831         CNDU                                 No
     17026832         CNDU                                 No
     17026834         CNDU                                 No
     17026835         CNDU                                 No
     17026836         CNDU                                 No
     17026837         CNDU                                 No
     17026838         CNDU                                 No
     17026839         CNDU                                 No
     17026840         CNDU                                 No
     17026841         CNDU                                 No
     17026842         CNDU                                 No
     17026843         CNDU                                 No
     17026844         CNDU                                 No
     17026845         CNDU                                 No
     17026846         CNDU                                 No
     17026847         CNDU                                 No
     17026848         CNDU                                 No
     17026849         CNDU                                 No
     17026850         CNDU                                 No
     17026851         CNDU                                 No
     17026852         CNDU                                 No
     17026853         CNDU                                 No
     17026854         CNDU                                 No
     17026855         CNDU                                 No
     17026856         CNDU                                 No
     17026857         CNDU                                 No
     17026858         CNDU                                 No
     17026859         CNDU                                 No
     17026860         CNDU                                 No
     17026861         CNDU                                 No
     17026862         CNDU                                 No
     17026863         CNDU                                 No
     17026864         CNDU                                 No
     17026865         CNDU                                 No
     17026866         CNDU                                 No
     17026868         CNDU                                 No
     17026869         CNDU                                 No
     17026870         CNDU                                 No
     17026871         CNDU                                 No
     17026872         CNDU                                 No
     17026873         CNDU                                 No
     17026874         CNDU                                 No
     17026875         CNDU                                 No
     17026876         CNDU                                 No
     17026877         CNDU                                 No
     17026878         CNDU                                 No
     17026879         CNDU                                 No
     17026880         CNDU                                 No
     17026881         CNDU                                 No
     17026883         CNDU                                 No
     17026884         CNDU                                 No
     17026885         CNDU                                 No
     17026886         CNDU                                 No
     17026887         CNDU                                 No
     17026888         CNDU                                 No
     17026889         CNDU                                 No
     17026890         CNDU                                 No
     17026891         CNDU                                 No
     17026892         CNDU                                 No
     17026893         CNDU                                 No
     17026894         CNDU                                 No
     17026896         CNDU                                 No
     17026897         CNDU                                 No
     17026898         CNDU                                 No
     17026899         CNDU                                 No
     17026900         CNDU                                 No
     17026901         CNDU                                 No
     17026902         CNDU                                 No
     17026905         CNDU                                 No
     17026906         CNDU                                 No
     17026907         CNDU                                 No
     17026908         CNDU                                 No
     17026909         CNDU                                 No
     17026910         CNDU                                 No
     17026911         CNDU                                 No
     17026913         CNDU                                 No
     17026914         CNDU                                 No
     17026915         CNDU                                 No
     17026916         CNDU                                 No
     17026917         CNDU                                 No
     17026918         CNDU                                 No
     17026919         CNDU                                 No
     17026920         CNDU                                 No
     17026921         CNDU                                 No
     17026753         CNDU                                 No
     17026754         CNDU                                 No
     17026755         CNDU                                 No
     17026756         CNDU                                 No
     17026758         CNDU                                 No
     17026759         CNDU                                 No
     17026760         CNDU                                 No
     17026761         CNDU                                 No
     17026762         CNDU                                 No
     17026763         CNDU                                 No
     17026766         CNDU                                 No
     17026767         CNDU                                 No
     17026768         CNDU                                 No
     17026769         CNDU                                 No
     17026770         CNDU                                 No
     17026771         CNDU                                 No
     17026772         CNDU                                 No
     17026773         CNDU                                 No
     17026774         CNDU                                 No
     17026775         CNDU                                 No
     17026776         CNDU                                 No
     17026777         CNDU                                 No
     17026778         CNDU                                 No
     17026779         CNDU                                 No
     17026780         CNDU                                 No
     17026781         CNDU                                 No
     17026782         CNDU                                 No
     17026783         CNDU                                 No
     17026784         CNDU                                 No
     17026785         CNDU                                 No
     17026786         CNDU                                 No
     17026787         CNDU                                 No
     17026788         CNDU                                 No
     17026789         CNDU                                 No
     17026790         CNDU                                 No
     17026791         CNDU                                 No
     17026792         CNDU                                 No
     17026793         CNDU                                 No
     17026794         CNDU                                 No
     17026720         CNDU                                 No
     17026721         CNDU                                 No
     17026722         CNDU                                 No
     17026726         CNDU                                 No
     17026728         CNDU                                 No
     17026729         CNDU                                 No
     17026730         CNDU                                 No
     17026731         CNDU                                 No
     17026732         CNDU                                 No
     17026734         CNDU                                 No
     17026735         CNDU                                 No
     17026736         CNDU                                 No
     17026737         CNDU                                 No
     17026738         CNDU                                 No
     17026740         CNDU                                 No
     17026742         CNDU                                 No
     17026744         CNDU                                 No
     17026745         CNDU                                 No
     17026746         CNDU                                 No
     17026748         CNDU                                 No
     17026750         CNDU                                 No
     17026751         CNDU                                 No
     17026752         CNDU                                 No
     16803651         EFLO                                 Yes
     16803278         EFLO                                 No
     16803411         EFLO                                 No
     16801777         EFLO                                 No
     16798808         EFLO                                 Yes
     16798817         EFLO                                 Yes
     16798640         EFLO                                 Yes
     16798571         EFLO                                 No
     16798587         EFLO                                 No
     16791124         EFLO                                 No
     17026986         CNDU                                 No
     17013167         MCND                                 No
     16844802         EFLO                                 Yes
     16844814         EFLO                                 No
     16844827         EFLO                                 No
     17055840         EFLO                                 No
     17044082         EFLO                                 No
     17048138         EFLO                                 No
     17042516         EFLO                                 No
     17034421         EFLO                                 Yes
     17034622         EFLO                                 No
     17027556         EFLO                                 Yes
     17022119         EFLO                                 Yes
     17015156         EFLO                                 Yes
     17016360         EFLO                                 No
     17021081         EFLO                                 No
     17014793         EFLO                                 Yes
     17014795         EFLO                                 Yes
     17014797         EFLO                                 No
     17014800         EFLO                                 Yes
     17014804         EFLO                                 No
     17014962         EFLO                                 No
     17014965         EFLO                                 No
     17014983         EFLO                                 No
     17015005         EFLO                                 No
     17012812         EFLO                                 No
     17012898         EFLO                                 No
     17013454         EFLO                                 Yes
     17013482         EFLO                                 No
     17013606         EFLO                                 Yes
     17013633         EFLO                                 No
     17012736         EFLO                                 No
     17012778         EFLO                                 No
     17012786         EFLO                                 No
     17011324         EFLO                                 Yes
     17011341         EFLO                                 Yes
     17009182         EFLO                                 No
     17009238         EFLO                                 Yes
     17009282         EFLO                                 Yes
     17010990         EFLO                                 Yes
     17011087         EFLO                                 No
     17011090         EFLO                                 No
     17011200         EFLO                                 No
     17011207         EFLO                                 No
     17004910         EFLO                                 No
     17004913         EFLO                                 Yes
     17004916         EFLO                                 Yes
     17004926         EFLO                                 Yes
     17004931         EFLO                                 No
     17004935         EFLO                                 Yes
     17004943         EFLO                                 Yes
     17005027         EFLO                                 No
     17005106         EFLO                                 No
     17005146         EFLO                                 No
     17008957         EFLO                                 No
     17008986         EFLO                                 Yes
     17004798         EFLO                                 Yes
     17004801         EFLO                                 Yes
     17004825         EFLO                                 Yes
     17004868         EFLO                                 Yes
     17004870         EFLO                                 Yes
     17004874         EFLO                                 Yes
     17004888         EFLO                                 No
     17004891         EFLO                                 No
     17004892         EFLO                                 Yes
     17004898         EFLO                                 Yes
     17004902         EFLO                                 Yes
     17004772         EFLO                                 No
     17004774         EFLO                                 Yes
     17004778         EFLO                                 No
     17004783         EFLO                                 No
     17003330         EFLO                                 No
     17003368         EFLO                                 No
     17004667         EFLO                                 No
     17004670         EFLO                                 No
     17004672         EFLO                                 Yes
     17004707         EFLO                                 No
     17004721         EFLO                                 Yes
     17004751         EFLO                                 No
     17002237         EFLO                                 Yes
     17002260         EFLO                                 Yes
     17002277         EFLO                                 Yes
     17002313         EFLO                                 No
     17002333         EFLO                                 No
     17003231         EFLO                                 No
     16823965         EFLO                                 No
     16848649         MCND                                 No
     16990197         EFLO                                 No
     17002199         EFLO                                 No
     17000380         EFLO                                 Yes
     17000393         EFLO                                 No
     17000401         EFLO                                 No
     17000436         EFLO                                 No
     17000447         EFLO                                 Yes
     17001919         EFLO                                 Yes
     17002004         EFLO                                 Yes
     17002013         EFLO                                 No
     17002027         EFLO                                 Yes
     17002078         EFLO                                 No
     17002094         EFLO                                 No
     17000319         EFLO                                 Yes
     17000336         EFLO                                 No
     16995158         EFLO                                 No
     16995172         EFLO                                 Yes
     16995181         EFLO                                 Yes
     16995182         EFLO                                 No
     16995204         EFLO                                 No
     16995215         EFLO                                 Yes
     16995219         EFLO                                 Yes
     16995228         EFLO                                 No
     16995266         EFLO                                 No
     16995324         EFLO                                 No
     17000088         EFLO                                 No
     17000091         EFLO                                 Yes
     17000161         EFLO                                 No
     17000174         EFLO                                 Yes
     16994952         EFLO                                 No
     16994958         EFLO                                 No
     16994976         EFLO                                 Yes
     16994986         EFLO                                 Yes
     16994999         EFLO                                 Yes
     16995006         EFLO                                 No
     16995011         EFLO                                 Yes
     16995031         EFLO                                 No
     16995062         EFLO                                 Yes
     16990128         EFLO                                 Yes
     16990143         EFLO                                 No
     16990163         EFLO                                 No
     16990165         EFLO                                 No
     16990167         EFLO                                 Yes
     16990173         EFLO                                 No
     16990175         EFLO                                 No
     16990177         EFLO                                 No
     16990220         EFLO                                 No
     16990262         EFLO                                 No
     16990274         EFLO                                 No
     16990287         EFLO                                 No
     16990312         EFLO                                 No
     16990315         EFLO                                 Yes
     16991377         EFLO                                 No
     16991378         EFLO                                 No
     16991379         EFLO                                 No
     16991381         EFLO                                 No
     16991383         EFLO                                 No
     16991385         EFLO                                 No
     16991386         EFLO                                 Yes
     16991390         EFLO                                 No
     16991393         EFLO                                 Yes
     16991395         EFLO                                 No
     16991396         EFLO                                 Yes
     16991397         EFLO                                 Yes
     16991399         EFLO                                 No
     16991400         EFLO                                 No
     16991401         EFLO                                 Yes
     16991404         EFLO                                 No
     16991410         EFLO                                 No
     16991413         EFLO                                 No
     16991417         EFLO                                 No
     16991424         EFLO                                 No
     16991425         EFLO                                 No
     16991432         EFLO                                 No
     16991447         EFLO                                 No
     16991506         EFLO                                 No
     16991528         EFLO                                 No
     16991530         EFLO                                 Yes
     16991532         EFLO                                 No
     16991621         EFLO                                 Yes
     16991631         EFLO                                 Yes
     16991679         EFLO                                 No
     16991722         EFLO                                 No
     16991762         EFLO                                 Yes
     16991764         EFLO                                 Yes
     16991777         EFLO                                 No
     16985123         EFLO                                 Yes
     16985267         EFLO                                 No
     16981525         EFLO                                 No
     16981642         EFLO                                 No
     16981667         EFLO                                 Yes
     16981791         EFLO                                 No
     16981816         EFLO                                 No
     16981858         EFLO                                 No
     16982831         EFLO                                 No
     16982868         EFLO                                 No
     16982869         EFLO                                 Yes
     16982892         EFLO                                 Yes
     16982906         EFLO                                 No
     16982989         EFLO                                 No
     16983034         EFLO                                 Yes
     16983150         EFLO                                 No
     16983155         EFLO                                 No
     16983156         EFLO                                 No
     16983168         EFLO                                 No
     16984655         EFLO                                 No
     16984671         EFLO                                 No
     16984713         EFLO                                 No
     16984750         EFLO                                 No
     16984774         EFLO                                 No
     16984794         EFLO                                 No
     16984803         EFLO                                 Yes
     16984849         EFLO                                 No
     16984947         EFLO                                 Yes
     16984952         EFLO                                 No
     16984954         EFLO                                 Yes
     16984969         EFLO                                 No
     16985045         EFLO                                 Yes
     16981190         EFLO                                 Yes
     16981207         EFLO                                 No
     16981208         EFLO                                 No
     16981231         EFLO                                 No
     16981282         EFLO                                 Yes
     16981290         EFLO                                 No
     16981343         EFLO                                 Yes
     16981473         EFLO                                 Yes
     16981495         EFLO                                 No
     16981498         EFLO                                 No
     16981157         EFLO                                 Yes
     16981090         EFLO                                 Yes
     16980827         EFLO                                 Yes
     16980830         EFLO                                 No
     16980845         EFLO                                 Yes
     16980851         EFLO                                 No
     16980864         EFLO                                 Yes
     16980927         EFLO                                 No
     16979468         EFLO                                 Yes
     16979475         EFLO                                 Yes
     16979476         EFLO                                 Yes
     16979478         EFLO                                 No
     16979479         EFLO                                 No
     16979485         EFLO                                 Yes
     16979497         EFLO                                 No
     16980398         EFLO                                 No
     16980405         EFLO                                 Yes
     16980447         EFLO                                 Yes
     16980470         EFLO                                 No
     16980536         EFLO                                 Yes
     16980555         EFLO                                 Yes
     16980595         EFLO                                 No
     16980643         EFLO                                 Yes
     16980649         EFLO                                 No
     16980686         EFLO                                 No
     16980730         EFLO                                 Yes
     16980782         EFLO                                 Yes
     16978930         EFLO                                 No
     16978933         EFLO                                 No
     16978946         EFLO                                 No
     16978962         EFLO                                 Yes
     16978964         EFLO                                 Yes
     16979049         EFLO                                 Yes
     16979073         EFLO                                 Yes
     16979186         EFLO                                 No
     16979196         EFLO                                 No
     16979221         EFLO                                 No
     16979225         EFLO                                 No
     16979442         EFLO                                 No
     16974190         EFLO                                 Yes
     16974200         EFLO                                 Yes
     16974261         EFLO                                 Yes
     16974291         EFLO                                 Yes
     16974294         EFLO                                 Yes
     16974419         EFLO                                 No
     16974434         EFLO                                 No
     16974438         EFLO                                 No
     16978698         EFLO                                 Yes
     16978722         EFLO                                 No
     16978827         EFLO                                 Yes
     16978847         EFLO                                 Yes
     16978854         EFLO                                 Yes
     16978865         EFLO                                 No
     16978867         EFLO                                 No
     16978877         EFLO                                 No
     16978884         EFLO                                 No
     16974111         EFLO                                 Yes
     16974120         EFLO                                 Yes
     16974121         EFLO                                 Yes
     16974132         EFLO                                 Yes
     16974162         EFLO                                 Yes
     16973968         EFLO                                 No
     16973979         EFLO                                 No
     16973989         EFLO                                 No
     16973990         EFLO                                 No
     16974002         EFLO                                 No
     16974079         EFLO                                 No
     16973776         EFLO                                 No
     16973796         EFLO                                 No
     16970815         EFLO                                 No
     16970842         EFLO                                 No
     16970885         EFLO                                 Yes
     16973742         EFLO                                 Yes
     16790421         EFLO                                 No
     16788887         EFLO                                 Yes
     16788535         EFLO                                 No
     16786231         EFLO                                 No
     16729680         EFLO                                 No
     16729445         EFLO                                 No
     16721943         EFLO                                 No
     16723295         EFLO                                 No
     16721751         EFLO                                 No
     16717392         EFLO                                 Yes
     16569854         WFLN                                 Yes
     16350208         REPR                                 No
     17027090         CNDU                                 No
     17027091         CNDU                                 No
     17027092         CNDU                                 No
     17027093         CNDU                                 No
     17027094         CNDU                                 No
     17027095         CNDU                                 No
     17027096         CNDU                                 No
     17027097         CNDU                                 No
     16780794         EFLO                                 Yes
     16780859         EFLO                                 No
     16778722         EFLO                                 Yes
     17027055         CNDU                                 No
     17027056         CNDU                                 No
     17027058         CNDU                                 No
     17027059         CNDU                                 No
     17027060         CNDU                                 No
     17027061         CNDU                                 No
     17027062         CNDU                                 No
     17027063         CNDU                                 No
     17027064         CNDU                                 No
     17027065         CNDU                                 No
     17027066         CNDU                                 No
     17027067         CNDU                                 No
     17027068         CNDU                                 No
     17027070         CNDU                                 No
     17027071         CNDU                                 No
     17027074         CNDU                                 No
     17027075         CNDU                                 No
     17027076         CNDU                                 No
     17027077         CNDU                                 No
     17027078         CNDU                                 No
     17027079         CNDU                                 No
     17027080         CNDU                                 No
     17027081         CNDU                                 No
     17027083         CNDU                                 No
     17027084         CNDU                                 No
     17027085         CNDU                                 No
     17027087         CNDU                                 No
     17027088         CNDU                                 No
     17027089         CNDU                                 No
     17026995         CNDU                                 No
     17026996         CNDU                                 No
     17026997         CNDU                                 No
     17026998         CNDU                                 No
     17026999         CNDU                                 No
     17027000         CNDU                                 No
     17027001         CNDU                                 No
     17027002         CNDU                                 No
     17027003         CNDU                                 No
     17027004         CNDU                                 No
     17027005         CNDU                                 No
     17027006         CNDU                                 No
     17027007         CNDU                                 No
     17027008         CNDU                                 No
     17027009         CNDU                                 No
     17027010         CNDU                                 No
     17027011         CNDU                                 No
     17027012         CNDU                                 No
     17027013         CNDU                                 No
     17027014         CNDU                                 No
     17027015         CNDU                                 No
     17027016         CNDU                                 No
     17027018         CNDU                                 No
     17027019         CNDU                                 No
     17027020         CNDU                                 No
     17027021         CNDU                                 No
     17027022         CNDU                                 No
     17027024         CNDU                                 No
     17027025         CNDU                                 No
     17027026         CNDU                                 No
     17027027         CNDU                                 No
     17027028         CNDU                                 No
     17027029         CNDU                                 No
     17027030         CNDU                                 No
     17027031         CNDU                                 No
     17027032         CNDU                                 No
     17027033         CNDU                                 No
     17027034         CNDU                                 No
     17027035         CNDU                                 No
     17027036         CNDU                                 No
     17027037         CNDU                                 No
     17027038         CNDU                                 No
     17027039         CNDU                                 No
     17027041         CNDU                                 No
     17027042         CNDU                                 No
     17027043         CNDU                                 No
     17027044         CNDU                                 No
     17027047         CNDU                                 No
     17027048         CNDU                                 No
     17027049         CNDU                                 No
     17027050         CNDU                                 No
     17027051         CNDU                                 No
     17027052         CNDU                                 No
     17027053         CNDU                                 No
     17027054         CNDU                                 No
     17026980         CNDU                                 No
     17026981         CNDU                                 No
     17026982         CNDU                                 No
     17026983         CNDU                                 No
     17026984         CNDU                                 No
     17026987         CNDU                                 No
     17026988         CNDU                                 No
     17026990         CNDU                                 No
     17026991         CNDU                                 No
     17026992         CNDU                                 No
     17026994         CNDU                                 No
     17026958         CNDU                                 No
     17026959         CNDU                                 No
     17026960         CNDU                                 No
     17026961         CNDU                                 No
     17026962         CNDU                                 No
     17026963         CNDU                                 No
     17026965         CNDU                                 No
     17026967         CNDU                                 No
     17026969         CNDU                                 No
     17026970         CNDU                                 No
     17026971         CNDU                                 No
     17026972         CNDU                                 No
     17026974         CNDU                                 No
     17026975         CNDU                                 No
     17026976         CNDU                                 No
     17026977         CNDU                                 No
     17027073         CNDU                                 No
     17026953         CNDU                                 No
     17026954         CNDU                                 No
     17026955         CNDU                                 No
     17026957         CNDU                                 No
     17026943         CNDU                                 No
     17026944         CNDU                                 No
     17026945         CNDU                                 No
     17026946         CNDU                                 No
     17026949         CNDU                                 No
     17026950         CNDU                                 No
     17026951         CNDU                                 No
     17026952         CNDU                                 No
     17026937         CNDU                                 No
     17026938         CNDU                                 No
     17026939         CNDU                                 No
     17026940         CNDU                                 No
     17026942         CNDU                                 No
     16777031         EFLO                                 No
     16775184         EFLO                                 No
     16775243         EFLO                                 No
     16775258         EFLO                                 No
     16775268         EFLO                                 No
     16775061         EFLO                                 No
     16765336         EFLO                                 Yes
     16768042         EFLO                                 No
     16765640         EFLO                                 No
     16358165         EFLO                                 Yes
     17026964         CNDU                                 No
     17027045         CNDU                                 No
     16990926         MCND                                 No
     16844741         EFLO                                 No
     17026647         CNDU                                 No
     17026809         CNDU                                 No
     17027069         CNDU                                 No
     17027086         CNDU                                 No
     17026903         CNDU                                 No
     17026749         CNDU                                 No
     17026912         CNDU                                 No
     17026765         CNDU                                 No
     17026947         CNDU                                 No
     16844523         EFLO                                 Yes
     16844528         EFLO                                 Yes
     16844487         EFLO                                 Yes
     16844448         EFLO                                 No
     16840322         EFLO                                 No
     16844282         EFLO                                 Yes
     16844291         EFLO                                 Yes
     16840236         EFLO                                 No
     16840231         EFLO                                 No
     17013166         MCND                                 No
     17013168         MCND                                 No
     17013169         MCND                                 No
     16990927         MCND                                 No
     16840038         EFLO                                 No
     16839959         EFLO                                 No
     16839703         EFLO                                 No
     16839775         EFLO                                 No
     16839837         EFLO                                 No
     16839685         EFLO                                 No
     16839698         EFLO                                 No
     17011481         MCND                                 Yes
     17011485         MCND                                 No
     17011488         MCND                                 Yes
     17011490         MCND                                 No
     17011495         MCND                                 Yes
     17011497         MCND                                 No
     17011501         MCND                                 Yes
     17011502         MCND                                 No
     17011503         MCND                                 No
     17011504         MCND                                 Yes
     17011505         MCND                                 Yes
     17011506         MCND                                 Yes
     17011507         MCND                                 No
     16987886         CNDU                                 Yes
     16987887         CNDU                                 Yes
     16987890         MCND                                 Yes
     16987892         MCND                                 No
     16987893         MCND                                 Yes
     16987894         MCND                                 Yes
     16987896         MCND                                 Yes
     16987897         MCND                                 Yes
     16987898         MCND                                 Yes
     16987899         MCND                                 No
     16987900         MCND                                 Yes
     16987901         MCND                                 Yes
     16987903         MCND                                 Yes
     16987904         MCND                                 No
     16987905         MCND                                 Yes
     16987906         MCND                                 Yes
     16987907         MCND                                 Yes
     16987909         MCND                                 Yes
     16987911         MCND                                 No
     16964127         CNDU                                 Yes
     16964128         MCND                                 No
     16964130         MCND                                 Yes
     16964131         MCND                                 No
     16964132         MCND                                 Yes
     16964133         CNDU                                 Yes
     16964134         CNDU                                 No
     16964135         MCND                                 Yes
     16964136         CNDU                                 No
     16964138         CNDU                                 Yes
     16964139         CNDU                                 Yes
     16964140         CNDU                                 Yes
     16964141         CNDU                                 Yes
     16964143         CNDU                                 Yes
     16964144         CNDU                                 No
     16964145         CNDU                                 Yes
     16964146         MCND                                 Yes
     16964148         MCND                                 No
     16964149         MCND                                 Yes
     16964150         MCND                                 Yes
     16964152         MCND                                 Yes
     16964153         MCND                                 Yes
     16964155         MCND                                 Yes
     16964157         MCND                                 Yes
     16964159         MCND                                 Yes
     16964160         CNDU                                 No
     16964161         CNDU                                 No
     16964163         MCND                                 Yes
     16964164         CNDU                                 No
     16964165         CNDU                                 No
     16964167         MCND                                 Yes
     16964170         CNDU                                 No
     16964172         CNDU                                 Yes
     16964173         CNDU                                 Yes
     16964175         CNDU                                 No
     16964178         CNDU                                 Yes
     16964179         CNDU                                 Yes
     16964180         CNDU                                 No
     16964181         CNDU                                 No
     16964182         CNDU                                 No
     16964183         CNDU                                 No
     16964185         CNDU                                 Yes
     16964186         CNDU                                 Yes
     16964187         CNDU                                 No
     16964188         CNDU                                 No
     16964189         CNDU                                 No
     16964190         CNDU                                 No
     16964197         CNDU                                 No
     16964201         CNDU                                 Yes
     16964202         CNDU                                 Yes
     16964206         CNDU                                 No
     16964217         CNDU                                 No
     16964220         CNDU                                 No
     16964222         CNDU                                 No
     16964223         CNDU                                 Yes
     16964227         CNDU                                 Yes
     16964228         CNDU                                 No
     16964229         CNDU                                 No
     16964230         CNDU                                 No
     16964231         CNDU                                 Yes
     16964233         CNDU                                 No
     16964234         CNDU                                 No
     16964235         CNDU                                 Yes
     16964236         CNDU                                 No
     16964238         CNDU                                 No
     16964239         CNDU                                 Yes
     16964240         CNDU                                 No
     16964241         CNDU                                 Yes
     16964242         CNDU                                 No
     16964243         CNDU                                 No
     16964245         CNDU                                 Yes
     16964247         CNDU                                 No
     16964248         MCND                                 No
     16964249         CNDU                                 No
     16964250         CNDU                                 Yes
     16964253         CNDU                                 Yes
     16964254         CNDU                                 Yes
     16964256         MCND                                 Yes
     16964258         MCND                                 No
     16964263         MCND                                 Yes
     16964264         MCND                                 Yes
     16964265         MCND                                 Yes
     16964076         CNDU                                 Yes
     16964079         CNDU                                 No
     16964081         CNDU                                 No
     16964083         CNDU                                 No
     16964084         CNDU                                 No
     16964085         CNDU                                 No
     16964086         CNDU                                 No
     16964088         CNDU                                 Yes
     16964089         MCND                                 No
     16964093         MCND                                 No
     16964098         MCND                                 Yes
     16964099         MCND                                 Yes
     16964100         MCND                                 Yes
     16964101         MCND                                 No
     16964102         MCND                                 No
     16964105         MCND                                 No
     16964108         CNDU                                 Yes
     16964109         CNDU                                 Yes
     16964110         MCND                                 Yes
     16964113         MCND                                 Yes
     16964114         MCND                                 Yes
     16964115         MCND                                 Yes
     16964116         MCND                                 Yes
     16964117         MCND                                 Yes
     16964119         MCND                                 Yes
     16964121         MCND                                 No
     16964122         MCND                                 No
     16848435         MCND                                 No
     16848436         MCND                                 Yes
     16848437         CNDU                                 No
     16848438         CNDU                                 No
     16848439         MCND                                 No
     16848441         CNDU                                 No
     16848443         CNDU                                 No
     16848444         CNDU                                 No
     16848445         CNDU                                 No
     16848446         MCND                                 No
     16848447         CNDU                                 No
     16848449         CNDU                                 No
     16848450         CNDU                                 No
     16848451         CNDU                                 No
     16848452         CNDU                                 No
     16848453         CNDU                                 No
     16848454         CNDU                                 No
     16848455         CNDU                                 No
     16848456         CNDU                                 No
     16848457         MCND                                 No
     16848459         CNDU                                 No
     16848460         CNDU                                 No
     16848463         CNDU                                 No
     16848464         CNDU                                 No
     16848465         MCND                                 No
     16848466         CNDU                                 No
     16848467         CNDU                                 No
     16848468         CNDU                                 Yes
     16848470         MCND                                 No
     16848471         MCND                                 No
     16848472         MCND                                 No
     16848473         CNDU                                 No
     16848474         CNDU                                 No
     16848475         CNDU                                 No
     16848476         CNDU                                 No
     16848477         CNDU                                 No
     16848478         MCND                                 Yes
     16848479         CNDU                                 No
     16848480         CNDU                                 No
     16848481         MCND                                 Yes
     16848482         MCND                                 Yes
     16848483         CNDU                                 No
     16848485         CNDU                                 No
     16848488         CNDU                                 No
     16848490         CNDU                                 Yes
     16848491         CNDU                                 No
     16848492         MCND                                 No
     16848493         MCND                                 No
     16848494         MCND                                 No
     16848495         MCND                                 No
     16848496         MCND                                 No
     16848498         MCND                                 No
     16848501         MCND                                 No
     16848502         CNDU                                 No
     16848503         MCND                                 Yes
     16848504         CNDU                                 No
     16848505         MCND                                 No
     16848506         CNDU                                 No
     16848507         CNDU                                 No
     16848508         MCND                                 No
     16848509         MCND                                 No
     16848510         MCND                                 No
     16848512         CNDU                                 No
     16848513         CNDU                                 No
     16848515         MCND                                 No
     16848516         CNDU                                 No
     16848517         MCND                                 No
     16848518         MCND                                 No
     16848519         MCND                                 No
     16848520         MCND                                 Yes
     16848522         CNDU                                 No
     16848524         CNDU                                 No
     16848525         CNDU                                 No
     16848527         CNDU                                 No
     16848528         MCND                                 No
     16848529         CNDU                                 No
     16848530         CNDU                                 No
     16848532         MCND                                 Yes
     16848533         MCND                                 No
     16848534         MCND                                 No
     16848535         MCND                                 No
     16848536         MCND                                 No
     16848537         MCND                                 No
     16848538         MCND                                 No
     16848540         MCND                                 No
     16848541         CNDU                                 No
     16848542         CNDU                                 No
     16848543         CNDU                                 No
     16848544         CNDU                                 No
     16848546         MCND                                 No
     16848547         MCND                                 No
     16848549         MCND                                 No
     16848551         MCND                                 No
     16848552         CNDU                                 No
     16848553         MCND                                 No
     16848555         MCND                                 No
     16848556         CNDU                                 No
     16848557         MCND                                 No
     16848559         MCND                                 No
     16848562         MCND                                 No
     16848563         MCND                                 No
     16848565         MCND                                 No
     16848567         MCND                                 No
     16848568         MCND                                 No
     16848569         MCND                                 No
     16848570         MCND                                 No
     16848574         MCND                                 No
     16848576         MCND                                 Yes
     16848577         MCND                                 No
     16848579         MCND                                 No
     16848581         MCND                                 No
     16848582         MCND                                 Yes
     16848584         MCND                                 Yes
     16848585         MCND                                 No
     16848586         MCND                                 No
     16848590         MCND                                 No
     16848591         MCND                                 No
     16848593         MCND                                 Yes
     16848594         MCND                                 Yes
     16848597         MCND                                 Yes
     16848598         MCND                                 Yes
     16848599         MCND                                 Yes
     16848601         MCND                                 No
     16848602         MCND                                 No
     16848603         MCND                                 No
     16848604         MCND                                 Yes
     16848605         MCND                                 No
     16848606         MCND                                 Yes
     16848607         MCND                                 No
     16848608         MCND                                 Yes
     16848609         MCND                                 No
     16848610         MCND                                 No
     16848611         MCND                                 No
     16848612         MCND                                 No
     16848613         MCND                                 No
     16848614         MCND                                 No
     16848615         MCND                                 No
     16848616         MCND                                 No
     16848617         MCND                                 No
     16848619         MCND                                 Yes
     16848621         MCND                                 No
     16848622         MCND                                 No
     16848624         MCND                                 No
     16848625         MCND                                 No
     16848626         MCND                                 No
     16848627         MCND                                 Yes
     16848628         MCND                                 No
     16848633         MCND                                 No
     16848634         MCND                                 Yes
     16848635         MCND                                 No
     16848637         MCND                                 No
     16848638         MCND                                 No
     16848639         MCND                                 No
     16848640         MCND                                 Yes
     16848641         MCND                                 Yes
     16848642         MCND                                 No
     16848643         MCND                                 Yes
     16848644         MCND                                 Yes
     16848645         MCND                                 No
     16848646         MCND                                 Yes
     16848647         MCND                                 No
     16848648         MCND                                 No
     16848650         MCND                                 Yes
     16848651         MCND                                 Yes
     16848654         MCND                                 No
     16848655         MCND                                 No
     16848656         MCND                                 No
     16848657         MCND                                 No
     16848658         MCND                                 Yes
     16848661         MCND                                 No
     16848662         MCND                                 No
     16848664         MCND                                 No
     16848665         MCND                                 No
     16848667         MCND                                 No
     16848668         MCND                                 Yes
     16848669         MCND                                 No
     16848670         MCND                                 No
     16848671         MCND                                 No
     16848672         MCND                                 No
     16848673         MCND                                 No
     16848674         MCND                                 No
     16848406         CNDU                                 No
     16848411         CNDU                                 No
     16848417         MCND                                 No
     16848418         MCND                                 No
     16848421         MCND                                 No
     16848422         MCND                                 No
     16848424         MCND                                 No
     16848425         MCND                                 No
     16848427         MCND                                 No
     16848428         CNDU                                 No
     16848431         CNDU                                 No
     16848434         MCND                                 Yes
     16851053         EFLO                                 Yes
     16851107         EFLO                                 No
     16849556         EFLO                                 Yes
     16851268         EFLO                                 Yes
     16851319         EFLO                                 No
     16851323         EFLO                                 No
     16851379         EFLO                                 Yes
     16851383         EFLO                                 Yes
     16851854         EFLO                                 No
     16771696         EFLO                                 No
     16772611         EFLO                                 Yes
     16772646         EFLO                                 No
     16774909         EFLO                                 Yes
     16847989         EFLO                                 Yes
     16848031         EFLO                                 Yes
     16849013         EFLO                                 Yes
     16849047         EFLO                                 No
     16849128         EFLO                                 Yes
     16849157         EFLO                                 No
     16849253         EFLO                                 No
     16849303         EFLO                                 Yes
     16849416         EFLO                                 No
     16847812         EFLO                                 No
     16847818         EFLO                                 No
     16845618         EFLO                                 Yes
     16845722         EFLO                                 No
     16846197         EFLO                                 Yes
     16846232         EFLO                                 No
     16846268         EFLO                                 No
     16847475         EFLO                                 No
     16847477         EFLO                                 Yes
     16847480         EFLO                                 Yes
     16847614         EFLO                                 Yes
     16847620         EFLO                                 Yes
     16845935         EFLO                                 No
     16845951         EFLO                                 No
     16845977         EFLO                                 No
     16846043         EFLO                                 No
     16846047         EFLO                                 No
     16835565         EFLO                                 Yes
     16835570         EFLO                                 Yes
     16835611         EFLO                                 No
     16835624         EFLO                                 No
     16838808         EFLO                                 No
     16838933         EFLO                                 No
     16838936         EFLO                                 Yes
     16838946         EFLO                                 Yes
     16835693         EFLO                                 Yes
     16835764         EFLO                                 No
     16838987         EFLO                                 No
     16839011         EFLO                                 No
     16835849         EFLO                                 No
     16835856         EFLO                                 No
     16839072         EFLO                                 No
     16839077         EFLO                                 No
     16839118         EFLO                                 No
     16835861         EFLO                                 No
     16835926         EFLO                                 No
     16836002         EFLO                                 No
     16838603         EFLO                                 No
     16838718         EFLO                                 Yes
     16832897         EFLO                                 No
     16832913         EFLO                                 No
     16832967         EFLO                                 No
     16833193         EFLO                                 No
     16833296         EFLO                                 Yes
     16835174         EFLO                                 No
     16835245         EFLO                                 No
     16835327         EFLO                                 No
     16835384         EFLO                                 Yes
     16826736         EFLO                                 No
     16826753         EFLO                                 No
     16824009         EFLO                                 No
     16826789         EFLO                                 Yes
     16826883         EFLO                                 Yes
     16824288         EFLO                                 No
     16832822         EFLO                                 No
     16823788         EFLO                                 No
     16819431         EFLO                                 No
     16823880         EFLO                                 No
     16819531         EFLO                                 Yes
     16809755         EFLO                                 Yes
     16813604         EFLO                                 No
     16814056         EFLO                                 No
     16809556         EFLO                                 Yes
     16804068         EFLO                                 No
     16806827         EFLO                                 No
     16803931         EFLO                                 No
     16806974         EFLO                                 Yes
     16807110         EFLO                                 Yes
     16804047         EFLO                                 No
     16807327         EFLO                                 No
     16715221         EFLO                                 No
     16711136         EFLO                                 No
     16710187         DFLO                                 No
     16710194         DFLO                                 No
     17026932         CNDU                                 No
     17026933         CNDU                                 No
     17026934         CNDU                                 No
     17026935         CNDU                                 No
     17026936         CNDU                                 No
     16544224         EFLO                                 No
     17026675         CNDU                                 No
     17026676         CNDU                                 No
     17026677         CNDU                                 No
     17026678         CNDU                                 No
     17026679         CNDU                                 No
     17026680         CNDU                                 No
     17026681         CNDU                                 No
     17026682         CNDU                                 No
     17026683         CNDU                                 No
     17026684         CNDU                                 No
     17026685         CNDU                                 No
     17026686         CNDU                                 No
     17026687         CNDU                                 No
     17026688         CNDU                                 No
     17026689         CNDU                                 No
     17026690         CNDU                                 No
     17026691         CNDU                                 No
     17026692         CNDU                                 No
     17026693         CNDU                                 No
     17026694         CNDU                                 No
     17026697         CNDU                                 No
     17026698         CNDU                                 No
     17026699         CNDU                                 No
     17026700         CNDU                                 No
     17026702         CNDU                                 No
     17026703         CNDU                                 No
     17026704         CNDU                                 No
     17026705         CNDU                                 No
     17026706         CNDU                                 No
     17026707         CNDU                                 No
     17026708         CNDU                                 No
     17026709         CNDU                                 No
     17026710         CNDU                                 No
     17026711         CNDU                                 No
     17026712         CNDU                                 No
     17026713         CNDU                                 No
     17026714         CNDU                                 No
     17026715         CNDU                                 No
     17026716         CNDU                                 No
     17026717         CNDU                                 No
     17026718         CNDU                                 No
     17026719         CNDU                                 No
     17026658         CNDU                                 No
     17026660         CNDU                                 No
     17026661         CNDU                                 No
     17026662         CNDU                                 No
     17026663         CNDU                                 No
     17026664         CNDU                                 No
     17026666         CNDU                                 No
     17026667         CNDU                                 No
     17026668         CNDU                                 No
     17026669         CNDU                                 No
     17026670         CNDU                                 No
     17026674         CNDU                                 No
     17026653         CNDU                                 No
     17026655         CNDU                                 No
     17026656         CNDU                                 No
     17026657         CNDU                                 No
     17026624         CNDU                                 No
     17026626         CNDU                                 No
     17026627         CNDU                                 No
     17026628         CNDU                                 No
     17026629         CNDU                                 No
     17026631         CNDU                                 No
     17026632         CNDU                                 No
     17026633         CNDU                                 No
     17026634         CNDU                                 No
     17026635         CNDU                                 No
     17026636         CNDU                                 No
     17026637         CNDU                                 No
     17026638         CNDU                                 No
     17026639         CNDU                                 No
     17026640         CNDU                                 No
     17026641         CNDU                                 No
     17026643         CNDU                                 No
     17026645         CNDU                                 No
     17026649         CNDU                                 No
     17026650         CNDU                                 No
     17026652         CNDU                                 No
     17026571         CNDU                                 No
     17026572         CNDU                                 No
     17026573         CNDU                                 No
     17026574         CNDU                                 No
     17026575         CNDU                                 No
     17026576         CNDU                                 No
     17026577         CNDU                                 No
     17026580         CNDU                                 No
     17026581         CNDU                                 No
     17026582         CNDU                                 No
     17026583         CNDU                                 No
     17026584         CNDU                                 No
     17026587         CNDU                                 No
     17026589         CNDU                                 No
     17026590         CNDU                                 No
     17026594         CNDU                                 No
     17026596         CNDU                                 No
     17026597         CNDU                                 No
     17026598         CNDU                                 No
     17026600         CNDU                                 No
     17026601         CNDU                                 No
     17026602         CNDU                                 No
     17026604         CNDU                                 No
     17026605         CNDU                                 No
     17026606         CNDU                                 No
     17026607         CNDU                                 No
     17026608         CNDU                                 No
     17026610         CNDU                                 No
     17026611         CNDU                                 No
     17026612         CNDU                                 No
     17026613         CNDU                                 No
     17026614         CNDU                                 No
     17026615         CNDU                                 No
     17026616         CNDU                                 No
     17026617         CNDU                                 No
     17026618         CNDU                                 No
     17026619         CNDU                                 No
     17026620         CNDU                                 No
     17026621         CNDU                                 No
     17026622         CNDU                                 No
     17026556         CNDU                                 No
     17026557         CNDU                                 No
     17026558         CNDU                                 No
     17026559         CNDU                                 No
     17026561         CNDU                                 No
     17026562         CNDU                                 No
     17026563         CNDU                                 No
     17026566         CNDU                                 No
     17026568         CNDU                                 No
     17026569         CNDU                                 No
     17026570         CNDU                                 No
     17026520         CNDU                                 No
     17026522         CNDU                                 No
     17026524         CNDU                                 No
     17026525         CNDU                                 No
     17026527         CNDU                                 No
     17026528         CNDU                                 No
     17026530         CNDU                                 No
     17026531         CNDU                                 No
     17026533         CNDU                                 No
     17026534         CNDU                                 No
     17026535         CNDU                                 No
     17026538         CNDU                                 No
     17026541         CNDU                                 No
     17026542         CNDU                                 No
     17026543         CNDU                                 No
     17026544         CNDU                                 No
     17026548         CNDU                                 No
     17026549         CNDU                                 No
     17026550         CNDU                                 No
     17026551         CNDU                                 No
     17026552         CNDU                                 No
     17026553         CNDU                                 No
     17026554         CNDU                                 No
     17026515         CNDU                                 No
     17026517         CNDU                                 No
     17026518         CNDU                                 No
     17026922         CNDU                                 No
     17026923         CNDU                                 No
     17026924         CNDU                                 No
     17026925         CNDU                                 No
     17026926         CNDU                                 No
     17026927         CNDU                                 No
     17026928         CNDU                                 No
     17026929         CNDU                                 No
     17026931         CNDU                                 No
     17026659         CNDU                                 No
     17026829         CNDU                                 No
     17004506         WFLN                                 No
     16982719         WFLN                                 Yes
     16971921         WFLN                                 Yes
     16978564         WFLN                                 Yes
     16978574         WFLN                                 Yes
     16984348         WFLN                                 No
     16991016         WFLN                                 No
     16991032         WFLN                                 Yes
     16990941         WFLN                                 Yes
     16990946         WFLN                                 No
     16980165         WFLN                                 No
     16980172         WFLN                                 Yes
     16851813         WFLN                                 No
     16857177         WFLN                                 Yes
     16857226         WFLN                                 Yes
     16857253         WFLN                                 Yes
     16857258         WFLN                                 Yes
     16857100         WFLN                                 Yes
     16852544         WFLN                                 Yes
     16852546         WFLN                                 Yes
     16852496         WFLN                                 Yes
     16852623         WFLN                                 No
     16912658         WFLN                                 Yes
     16856156         WFLN                                 Yes
     16964986         WFLN                                 Yes
     16965029         WFLN                                 Yes
     16965047         WFLN                                 No
     16856197         WFLN                                 Yes
     16964978         WFLN                                 Yes
     16968049         WFLN                                 Yes
     16968030         WFLN                                 Yes
     16970198         WFLN                                 No
     16970214         WFLN                                 No
     16971805         WFLN                                 No
     16971874         WFLN                                 Yes
     16847240         WFLN                                 Yes
     16843881         WFLN                                 Yes
     16845396         WFLN                                 Yes
     16845470         WFLN                                 Yes
     16845501         WFLN                                 Yes
     16845516         WFLN                                 Yes
     16847312         WFLN                                 Yes
     16847200         WFLN                                 Yes
     16847207         WFLN                                 No
     16848803         WFLN                                 Yes
     16848753         WFLN                                 Yes
     16848812         WFLN                                 Yes
     16848952         WFLN                                 Yes
     16851521         WFLN                                 Yes
     16851489         WFLN                                 Yes
     16851447         WFLN                                 Yes
     16851648         WFLN                                 No
     16851565         WFLN                                 Yes
     16851580         WFLN                                 No
     16851651         WFLN                                 No
     16851709         WFLN                                 No
     16851768         WFLN                                 Yes
     16851772         WFLN                                 Yes
     16838437         WFLN                                 No
     16845341         WFLN                                 Yes
     16811569         WFLN                                 No
     16818788         WFLN                                 Yes
     16818851         WFLN                                 Yes
     16818775         WFLN                                 Yes
     16818961         WFLN                                 Yes
     16823352         WFLN                                 No
     16823517         WFLN                                 No
     17034721         EFLO                                 No
     16802941         WFLN                                 No
     16787029         WFLN                                 Yes
     16775713         WFLN                                 Yes
     16764813         WFLN                                 No
     16772879         WFLN                                 No
     16716205         WFLN                                 Yes
     16696354         EFLO                                 No
     16693456         EFLO                                 No
     16692412         DFLO                                 No
     16709142         WFLN                                 No
     16968431         EFLO                                 No
     16968439         EFLO                                 No
     16968450         EFLO                                 Yes
     16968473         EFLO                                 Yes
     16968509         EFLO                                 No
     16965496         EFLO                                 No
     16965499         EFLO                                 Yes
     16968575         EFLO                                 Yes
     16968634         EFLO                                 No
     16968658         EFLO                                 No
     16968720         EFLO                                 No
     16968789         EFLO                                 Yes
     16968808         EFLO                                 Yes
     16968861         EFLO                                 Yes
     16970471         EFLO                                 Yes
     16970487         EFLO                                 No
     16970528         EFLO                                 Yes
     16970538         EFLO                                 Yes
     16970546         EFLO                                 No
     16970547         EFLO                                 No
     16970588         EFLO                                 Yes
     16970626         EFLO                                 No
     16970669         EFLO                                 No
     16970671         EFLO                                 No
     16970686         EFLO                                 No
     16970707         EFLO                                 Yes
     16965592         EFLO                                 No
     16968309         EFLO                                 Yes
     16968359         EFLO                                 No
     16968384         EFLO                                 No
     16968413         EFLO                                 No
     16859611         EFLO                                 Yes
     16859665         EFLO                                 No
     16859672         EFLO                                 No
     16962968         EFLO                                 No
     16963001         EFLO                                 No
     16859161         EFLO                                 No
     16963127         EFLO                                 Yes
     16963128         EFLO                                 No
     16963145         EFLO                                 No
     16963201         EFLO                                 No
     16859193         EFLO                                 Yes
     16963240         EFLO                                 No
     16963272         EFLO                                 Yes
     16963278         EFLO                                 No
     16963281         EFLO                                 No
     16963284         EFLO                                 Yes
     16859336         EFLO                                 No
     16859364         EFLO                                 Yes
     16963324         EFLO                                 No
     16963333         EFLO                                 No
     16965209         EFLO                                 Yes
     16859372         EFLO                                 No
     16859417         EFLO                                 No
     16859444         EFLO                                 Yes
     16859480         EFLO                                 Yes
     16859486         EFLO                                 Yes
     16965345         EFLO                                 No
     16965350         EFLO                                 No
     16965412         EFLO                                 No
     16965421         EFLO                                 Yes
     16859559         EFLO                                 No
     16859569         EFLO                                 No
     16965474         EFLO                                 Yes
     16965485         EFLO                                 Yes
     16856456         EFLO                                 Yes
     16856555         EFLO                                 No
     16856578         EFLO                                 No
     16856585         EFLO                                 No
     16853248         EFLO                                 Yes
     16853253         EFLO                                 No
     16856595         EFLO                                 No
     16856639         EFLO                                 Yes
     16856664         EFLO                                 No
     16856689         EFLO                                 No
     16856691         EFLO                                 Yes
     16856717         EFLO                                 No
     16853280         EFLO                                 No
     16856725         EFLO                                 Yes
     16856799         EFLO                                 No
     16856814         EFLO                                 No
     16856818         EFLO                                 Yes
     16856888         EFLO                                 No
     16856955         EFLO                                 No
     16856959         EFLO                                 No
     16856964         EFLO                                 No
     16856993         EFLO                                 Yes
     16857004         EFLO                                 Yes
     16857319         EFLO                                 Yes
     16857440         EFLO                                 No
     16857457         EFLO                                 No
     16857531         EFLO                                 Yes
     16857550         EFLO                                 No
     16859069         EFLO                                 No
     16856434         EFLO                                 No
     16856442         EFLO                                 Yes
     16562630         DFLO                                 No
     16852783         EFLO                                 No
     16852161         EFLO                                 No
     16852194         EFLO                                 No
     16852917         EFLO                                 No
     16852927         EFLO                                 Yes
     16852933         EFLO                                 No
     16852240         EFLO                                 Yes
     16852257         EFLO                                 No
     16852261         EFLO                                 No
     16852327         EFLO                                 No
     16852329         EFLO                                 Yes
     16852423         EFLO                                 No
     16853117         EFLO                                 No
     17026867         CNDU                                 No
     17026895         CNDU                                 No
     17027046         CNDU                                 No
     16207435         EFLO                                 Yes
     16839059         EFLO                                 No
     16857447         EFLO                                 Yes
     16835853         EFLO                                 No
     16848521         REPR                                 No
     16851896         EFLO                                 Yes
     16814168         EFLO                                 Yes
     16729845         EFLO                                 Yes
     17011040         EFLO                                 No
     17011478         CNDU                                 No
     17011479         MCND                                 Yes
     17011480         MCND                                 No
     17011483         MCND                                 No
     17011484         MCND                                 No
     17011486         MCND                                 Yes
     17011493         MCND                                 Yes
     17011496         MCND                                 Yes
     17011498         MCND                                 No
     17011500         MCND                                 No




      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C

      


      FORM
        OF TRANSFEREE
        AFFIDAVIT AND AGREEMENT

       

      Affidavit
        pursuant to Section 860E(e)(4)

      of
        the
        Internal Revenue Code of 1986, as

      amended,
        and for other purposes

      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


      The
        undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
        the proposed transferee of an Ownership Interest in the Bear Stearns Asset
        Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC3, Class
        [R-1][R-2][R-3][RX] Certificates (the “Certificates”)
        issued
        pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2007
        (the
“Agreement”), among
        Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage
        Corporation, as seller, master servicer and company and Wells Fargo Bank,
        National Association, as trustee
        (the
“Trustee”),
        and
        makes this affidavit on behalf of the Investor for the benefit of the
        Depositor
        and the
        Trustee. Capitalized terms used, but not defined herein, shall have the meanings
        ascribed to such terms in the Agreement.

       

      1.  The
        Investor is, as of the date hereof, and will be, as of the date of the Transfer,
        a Permitted Transferee. The Investor is not acquiring its ownership interest
        in
        the Certificates for the account of a Person other than a Permitted Transferee.
        

       

      2.  The
        Investor has been advised and understands that (i) a tax will be imposed
        on
        Transfers of the Certificates to Persons that are not Permitted Transferees;
        (ii) such tax will be imposed on the transferor, or, if such Transfer is
        through
        an agent (which includes a broker, nominee or middleman) for a Person that
        is
        not a Permitted Transferee, on the agent; and (iii) the Person otherwise
        liable
        for the tax shall be relieved of liability for the tax if a subsequent
        transferee furnishes to such Person an affidavit that such subsequent transferee
        is a Permitted Transferee, and at the time of Transfer, such Person does
        not
        have actual knowledge that the affidavit is false.

       

      3.  The
        Investor has been advised and understands that a tax will be imposed on a
        “pass-through entity” holding the Certificates if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity. The Investor understands
        that
        such tax will not be imposed for any period with respect to which the record
        holder furnishes to the pass-through entity an affidavit that such record
        holder
        is a Permitted Transferee and the pass-through entity does not have actual
        knowledge that such affidavit is false. (For this purpose, a “pass-through
        entity” includes a regulated investment company, a real estate investment trust
        or common trust fund, a partnership, trust or estate, and certain cooperatives
        and, except as may be provided in Treasury regulations, Persons holding
        interests in pass-through entities as a nominee for another
        Person.)

       

      4.  The
        Investor has reviewed the provisions of Section 7.02(c) of the Agreement
        and
        understands the legal consequences of the acquisition of an Ownership Interest
        in the Certificates, including, without limitation, the restrictions on
        subsequent Transfers and the provisions regarding voiding any prohibited
        Transfers and mandatory sales. The Investor expressly agrees to be bound
        by, and
        to abide by, such provisions of the Agreement and the restrictions noted
        on the
        face of the Certificates. The Investor understands and agrees that any breach
        of
        any of the representations included herein shall render the Transfer of the
        Certificates to the Investor contemplated hereby null and void. The Investor
        consents to any amendment of the Agreement that shall be deemed necessary
        by the
        Depositor (upon advice of nationally recognized counsel) to constitute a
        reasonable arrangement to ensure that the Certificates will not be owned
        directly or indirectly by a Person other than a Permitted
        Transferee.

       

      5.  The
        Investor agrees not to Transfer the Certificates, or cause the Transfer of
        the
        Certificates by a Person for whom the Investor is acting as nominee, trustee
        or
        agent, in each case unless it
        has
        received an affidavit and
        agreement in
        substantially the same form as this affidavit
        and
        agreement
        containing these same representations and covenants from the subsequent
        transferee. In connection with any such Transfer by the Investor, the Investor
        agrees to deliver to the Trustee
        and the
        Depositor
        an
        affidavit
        substantially in the form set forth as Exhibit CC
        to the
        Agreement to the effect that the Investor has no actual knowledge that the
        Person to which the Transfer is to be made is not a Permitted
        Transferee.

       

      6.  The
        Investor has historically paid its debts as they have come due, intends to
        pay
        its debts as they come due in the future, and understands that the taxes
        associated with holder an ownership interest in the Certificates may exceed
        the
        cash flow with respect thereto in some or all periods and intends to pay
        such
        taxes as they become due. The Investor does not have the intention, and no
        purpose of the Transfer of the Certificates to the Investor is, to impede
        the
        assessment or collection of any tax legally required to be paid with respect
        to
        the Certificates.

       

      7.  The
        Investor’s U.S. taxpayer identification number is [_____________].

       

      8.  The
        Investor is a “United States person” within the meaning of Section 7701(a)(30)
        of the Code (a “United State Person”).

       

      9.  The
        Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E
        of the
        Code and that the transferor of a noneconomic residual interest will remain
        liable for any taxes due with respect to the income on such residual interest,
        unless no significant purpose of the transfer was to impede the assessment
        or
        collection of tax.

       

      10.  The
        Investor will not cause income from the Certificates to be attributable to
        a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Investor or any other United States
        Person.

       

      11.  Check
        one
        of the following:

       

      o The
        Transfer of
        the Certificates complies with U.S. Treasury Regulation Sections 1.860E-1(c)(7)
        and (8) and, accordingly:

       

      (i)          
         the
        present value of the anticipated tax liabilities associated with holding
        the
        Certificates does not exceed the sum of:

       

      
        	 	
                (a)

              	
                the
                  present value of any consideration given to the Investor to acquire
                  such
                  Certificates;

              


      

       

      
        	 	
                (b)

              	
                the
                  present value of the expected future distributions on such Certificates;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  present value of the anticipated tax savings associated with holding
                  such
                  Certificates as the related REMIC generates losses;
                  and

              


      

       

      (ii)         
         the
        Transfer of the Certificates will not result in such Certificates being held,
        directly or indirectly, by a foreign permanent establishment or fixed base,
        within the meaning of an applicable income tax treaty, of the Investor or
        any
        other United States Person.

       

      For
        purposes of the calculation in clause (i) above, (x) the Investor is assumed
        to
        pay tax at the highest rate currently specified in Section 11(b)(1) of the
        Code
        (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu
        of the
        highest rate specified in Section 11(b)(1) of the Code if the Investor has
        been
        subject to the alternative minimum tax under Section 55 of the Code in the
        preceding two years and will compute its taxable income in the current taxable
        year using the alternative minimum tax rate) and (y) present values are computed
        using a discount rate equal to the short-term Federal rate prescribed by
        Section
        1274(d) of the Code for the month of the transfer and the compounding period
        used by the Investor.

       

      The
        Transfer of the Certificates complies with U.S. Treasury Regulation Sections
        1.860E-1(c)(5) and (6) and, accordingly:

       

      
        	 	
                (i)

              	
                the
                  Investor is an “eligible corporation,” as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), as to which income from the
                  Certificates will only be taxed in the United
                  States;

              


      

       

      
        	 	
                (ii)

              	
                at
                  the time of the Transfer, and at the close of the Investor’s two fiscal
                  years preceding the fiscal year of the transfer, the Investor had
                  gross
                  assets for financial reporting purposes (excluding any obligation
                  of a
                  “related person” to the Investor within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
                  purpose of which is to permit the Investor to satisfy the condition
                  of
                  this clause (ii)) in excess of $100 million and net assets in excess
                  of
                  $10 million;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Investor will transfer the Certificates only to another “eligible
                  corporation,” as defined in U.S. Treasury Regulation Section
                  1.860E-1(c)(6)(i), in a transaction in which the requirements of
                  U.S.
                  Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                  and
                  -1(c)(5) are satisfied and, accordingly, the subsequent transferee
                  provides a similar affidavit with this box checked;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  Investor determined the consideration paid to it to acquire the
                  Certificates based on reasonable market assumptions (including,
                  but not
                  limited to, borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates and other
                  factors specific to the Investor) that it has determined in good
                  faith and
                  has concluded that such consideration, together with other assets
                  of the
                  Investor, will be sufficient to cover the taxes associated with
                  the
                  Certificates.

              


      

       

       

      o None
        of the
        above


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

      


      
        	 	 	 	 	 	 	
                [NAME
                  OF INVESTOR]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              
	 	 	 	 	 	 	 	
                [Address
                  of Investor for receipt of distributions]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Address
                  of Investor for receipt of tax
                  information:

              


      

      


      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that he/she executed the
        same
        as his/her free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      FORM
        OF TRANSFEROR CERTIFICATE

       

      ______________,200___

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      Wells
        Fargo Bank, National Association

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        MN 55479

      


       

      Attention:
        Bear Stearns Asset Backed Securities I Trust 2007-AC3

       

      
        	 	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I LLC

                Asset-Backed
                  Certificates, Series 2007-AC3,
                  Class

              


      

       

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
        Certificates, Series 2007-AC3, Class _____ (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of March 1, 2007, among Bear Stearns Asset Backed Securities I LLC,
        as
        depositor (the “Depositor”), EMC
        Mortgage Corporation, as master servicer, seller and company and Wells
        Fargo Bank, National Association, as trustee (the “Trustee”). The Seller hereby
        certifies, represents and warrants to, a covenants with, the Depositor and
        the
        Trustee that:

       

      Neither
        the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Seller will not act in
        any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Seller has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

       

      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                (Seller)

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

      FORM
        OF INVESTMENT LETTER (NON-RULE 144A)

       

      [Date]

       

      [SELLER]

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      Wells
        Fargo Bank, National Association

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        MN 55479

       

      
        	 	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
                  Certificates, Series 2007-AC3 (the “Certificates”), including the Class
                  ___ Certificates (the “Privately Offered
                  Certificates”)

              


      

      


      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Privately Offered Certificates, we confirm
        that:

      


      
        	 	
                (i)

              	
                we
                  understand that the Privately Offered Certificates are not being
                  registered under the Securities Act of 1933, as amended (the “Act”) or any
                  applicable state securities or “Blue Sky” laws, and are being sold to us
                  in a transaction that is exempt from the registration requirements
                  of such
                  laws;

              


      

       

      
        	 	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Privately Offered Certificates, the trust in which the Certificates
                  represent the entire beneficial ownership interest (the “Trust”) or any
                  other matter we deemed relevant to our decision to purchase Privately
                  Offered Certificates has been made available to
                  us;

              


      

       

      
        	 	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Privately Offered
                  Certificates; we are an institutional “accredited investor” as defined in
                  Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated
                  under the
                  Act and a sophisticated institutional
                  investor;

              


      

       

      
        	 	
                (iv)

              	
                we
                  are acquiring Privately Offered Certificates for our own account,
                  not as
                  nominee for any other person, and not with a present view to any
                  distribution or other disposition of the Privately Offered
                  Certificates;

              


      

       

      
        	 	
                (v)

              	
                we
                  agree the Privately Offered Certificates must be held indefinitely
                  by us
                  (and may not be sold, pledged, hypothecated or in any way disposed
                  of)
                  unless subsequently registered under the Act and any applicable
                  state
                  securities or “Blue Sky” laws or an exemption from the registration
                  requirements of the Act and any applicable state securities or
“Blue Sky”
                  laws is available;

              


      

       

      
        	 	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Privately Offered Certificates (such disposition
                  or
                  exchange not being currently foreseen or contemplated), we will
                  not
                  transfer or exchange any of the Privately Offered Certificates
                  unless:

              


      

       

      (A)
        (1)
        the sale is to an Eligible Purchaser (as defined below), (2) if required
        by the
        Pooling and Servicing Agreement (as defined below) a letter to substantially
        the
        same effect as either this letter or, if the Eligible Purchaser is a Qualified
        Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A
        and
        Related Matters Certificate in the form attached to the Pooling and Servicing
        Agreement (as defined below) (or such other documentation as may be acceptable
        to the Trustee) is executed promptly by the purchaser and delivered to the
        addressees hereof and (3) all offers or solicitations in connection with
        the
        sale, whether directly or through any agent acting on our behalf, are limited
        only to Eligible Purchasers and are not made by means of any form of general
        solicitation or general advertising whatsoever; and

       

      (B)
        if
        the Privately Offered Certificate is not registered under the Act (as to
        which
        we acknowledge you have no obligation), the Privately Offered Certificate
        is
        sold in a transaction that does not require registration under the Act and
        any
        applicable state securities or “blue sky” laws and, if Wells Fargo Bank National
        Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is
        furnished to such effect, which Opinion of Counsel shall be an expense of
        the
        transferor or the transferee;

       

      
        	 	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing, pursuant
                  to which
                  the Trust was formed; we have reviewed carefully and understand
                  the terms
                  of the Pooling and Servicing
                  Agreement;

              


      

       

      
        	 	
                (viii)

              	
                we
                  either: (i) are not acquiring the Privately Offered Certificate
                  directly
                  or indirectly by, or on behalf of, an employee benefit plan or
                  other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of the
                  Privately Offered Certificates, have provided the Opinion of Counsel
                  required by the Agreement,
                  or (iii) in the case of the Class B-4 Certificates, are providing
                  a
                  representation to the effect that the proposed transfer and holding
                  of
                  such Certificate and servicing, management and operation of the
                  Trust and
                  its assets: (I) will not result in any prohibited transaction which
                  is not
                  covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
                  91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give
                  rise to
                  any additional obligations on the part of the Depositor, the Master
                  Servicer or the Trustee.

              


      

       

      (ix)            
         We
        understand that each of the Privately Offered Certificates bears, and will
        continue to bear, a legend to substantiate the following effect: THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
        ACT
        (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
        INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
        ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
        HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
        IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN
        CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
        THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF
        THE
        EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
        PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
        RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
        THE
        AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION OF COUNSEL AS
        TO
        COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
[In
        the
        case of the Class B-4 Certificates]: THIS
        CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
        AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
        TITLE
        I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
        SECTION
        4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
        CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
        AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS:
        (I)
        WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER
        AN
        INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT
        LIMITED
        TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
        90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
        OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
        WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE
        OR A
        GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.
[In
        the
        case of the Class P, Class C, Class R-1, Class R-2, Class R-3 and Class RX
        Certificates]:
        NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE
        TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b)
        OF
        THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
        AGREEMENT, SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS
        CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
        RESULT
        IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
        RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
        THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR
        TO
        ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
        AGREEMENT.

      


      “Eligible
        Purchaser” means a corporation, partnership or other entity which we have
        reasonable grounds to believe and do believe (i) can make representations
        with
        respect to itself to substantially the same effect as the representations
        set
        forth herein, and (ii) is either a Qualified Institutional Buyer as defined
        under Rule 144A of the Act or an institutional “Accredited Investor” as defined
        under Rule 501 of the Act.

      


      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of March 1, 2007 (the “Pooling and Servicing
        Agreement”), among Bear Stearns Asset Backed Securities I LLC, as depositor,
        Wells Fargo Bank, National Association, as trustee, and EMC Mortgage
        Corporation, as master servicer, seller and company.

      


      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

      


      Name
        of
        Nominee (if any): ________________

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      




      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [By:

              	 
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [By:

              	 
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

      


      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        F

       

      FORM
        OF RULE 144A AND RELATED MATTERS CERTIFICATE

       

      [SELLER]

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      Wells
        Fargo Bank, National Association

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        MN 55479

       

      
        	 	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
                  Certificates, Series 2007-AC3 (the “Certificates”), including the Class
                  ___ Certificates (the “Privately Offered Certificates”)

              
	 	 	 


      

      


       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Privately Offered Certificates, the undersigned
        certifies to each of the parties to whom this letter is addressed that it
        is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act
        of 1933, as amended (the “Act”)) as follows:

       

      
        	1.  	
                It
                  owned and/or invested on a discretionary basis eligible securities
                  (excluding affiliate’s securities, bank deposit notes and CD’s, loan
                  participations, repurchase agreements, securities owned but subject
                  to a
                  repurchase agreement and swaps), as described
                  below:

              


      

       

      Date:
        ______________, 20__ (must be on or after the close of its most recent fiscal
        year) 

       

      Amount:
        $
        _____________________; and

       

      
        	2.  	
                The
                  dollar amount set forth above is:

              


      

       

      
        	 	
                a.

              	
                greater
                  than $100 million and the undersigned is one of the following
                  entities:

              


      

       

      
        	 	
                (x)

              	
                [_]

              	
                an
                  insurance company as defined in Section 2(13) of the Act1 ;
                  or 

              


      

       

      
        	 	
                (y)

              	
                [_]

              	
                an
                  investment company registered under the Investment Company Act
                  or any
                  business development company as defined in Section 2(a)(48) of
                  the
                  Investment Company Act of 1940; or

              


      

       

      
        	 	
                (z)

              	
                [_]

              	
                a
                  Small Business Investment Company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small Business
                  Investment Act of 1958; or

              


      

       

      
        	 	
                (aa)

              	
                [_]

              	
                a
                  plan (i) established and maintained by a state, its political
                  subdivisions, or any agency or instrumentality of a state or its
                  political
                  subdivisions, the laws of which permit the purchase of securities
                  of this
                  type, for the benefit of its employees and (ii) the governing investment
                  guidelines of which permit the purchase of securities of this type;
                  or

              


      

       

      
        	 	
                (bb)

              	
                [_]

              	
                a
                  business development company as defined in Section 202(a)(22) of
                  the
                  Investment Advisers Act of 1940; or

              


      

       

      
        	 	
                (cc)

              	
                [_]

              	
                a
                  corporation (other than a U.S. bank, savings and loan association
                  or
                  equivalent foreign institution), partnership, Massachusetts or
                  similar
                  business trust, or an organization described in Section 501(c)(3)
                  of the
                  Internal Revenue Code; or

              


      

       

      
        	 	
                (dd)

              	
                [_]

              	
                a
                  U.S. bank, savings and loan association or equivalent foreign institution,
                  which has an audited net worth of at least $25 million as demonstrated
                  in
                  its latest annual financial statements;
                  or

              


      

       

      
        	 	
                (ee)

              	
                [_]

              	
                an
                  investment adviser registered under the Investment Advisers Act;
                  or

              


      

       

      
        	 	
                b.

              	
                [_]

              	
                greater
                  than $10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC; or

              


      

       

      
        	 	
                c.

              	
                [_]

              	
                less
                  than $ 10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC and will only purchase Rule 144A securities in transactions
                  in
                  which it acts as a riskless principal (as defined in Rule 144A);
                  or

              


      

       

      
        	 	
                d.

              	
                [_]

              	
                less
                  than $100 million, and the undersigned is an investment company
                  registered
                  under the Investment Company Act of 1940, which, together with
                  one or more
                  registered investment companies having the same or an affiliated
                  investment adviser, owns at least $100 million of eligible securities;
                  or

              


      

       

      
        	 	
                e.

              	
                [_]

              	
                less
                  than $100 million, and the undersigned is an entity, all the equity
                  owners
                  of which are qualified institutional
                  buyers.

              


      

       

      The
        undersigned further certifies that it is purchasing a Privately Offered
        Certificate for its own account or for the account of others that independently
        qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
        that the sale of the Privately Offered Certificates is being made in reliance
        on
        its continued compliance with Rule 144A. It is aware that the transferor
        may
        rely on the exemption from the provisions of Section 5 of the Act provided
        by
        Rule 144A. The undersigned understands that the Privately Offered Certificates
        may be resold, pledged or transferred only to (i) a person reasonably believed
        to be a Qualified Institutional Buyer that purchases for its own account
        or for
        the account of a Qualified Institutional Buyer to whom notice is given that
        the
        resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
        an
        institutional “accredited investor,” as such term is defined under Rule 501 of
        the Act in a transaction that otherwise does not constitute a public offering.
        

       

      The
        undersigned agrees that if at some future time it wishes to dispose of or
        exchange any of the Privately Offered Certificates, it will not transfer
        or
        exchange any of the Privately Offered Certificates to a Qualified Institutional
        Buyer without first obtaining a Rule 144A and Related Matters Certificate
        in the
        form hereof from the transferee and delivering such certificate to the
        addressees hereof. Prior to making any transfer of Privately Offered
        Certificates, if the proposed Transferee is an institutional “accredited
        investor,” the transferor shall obtain from the transferee and deliver to the
        addressees hereof an Investment Letter in the form attached to the Pooling
        and
        Servicing Agreement, dated as of March 1, 2007, among Bear Stearns Asset
        Backed
        Securities I LLC, as depositor, Wells Fargo Bank, National Association, as
        trustee and EMC Mortgage Corporation, as master servicer, seller and company,
        pursuant to which the Certificates were issued.

       

      The
        undersigned certifies that it either: (i) is not acquiring the Privately
        Offered
        Certificate directly or indirectly by, or on behalf of, an employee benefit
        plan
        or other retirement arrangement which is subject to Title I of the Employee
        Retirement Income Security Act of 1974, as amended, and/or section 4975 of
        the
        Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
        Offered Certificates, has provided the Opinion of Counsel required by the
        Agreement,
        or
        (iii) in the case of the Class B-4 Certificates, are providing a representation
        to the effect that the proposed transfer and holding of such Certificate
        and
        servicing, management and operation of the Trust and its assets: (I) will
        not
        result in any prohibited transaction which is not covered under Prohibited
        Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60,
        PTCE 96-23 and (II) will not give rise to any additional obligations on the
        part
        of the Depositor, the Master Servicer or the Trustee.

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this letter.
        

       

      __________________

        
          	 	
                  1

                	
                  A
                    purchase by an insurance company for one or more of its separate
                    accounts,
                    as defined by Section 2(a)(37) of the Investment Company Act
                    of 1940,
                    which are neither registered nor required to be registered thereunder,
                    shall be deemed to be a purchase for the account of such insurance
                    company. 

                


        

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Name
        of
        Nominee (if any):

       

      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ____
        day of ___________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [By:

              	 
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [By:

              	 
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G

       

      FORM
        OF REQUEST FOR RELEASE

       

      To:        
        Wells
        Fargo Bank, National Association

      1015
        10th
        Avenue S.E.

      Minneapolis,
        Minnesota 55414-0031

      


      
        	 	
                Re:

              	
                Custodial
                  Agreement, dated as of March 30, 2007, among Bear Stearns Asset
                  Backed
                  Securities I LLC, as Depositor, EMC Mortgage Corporation, as master
                  servicer, seller and company and Wells Fargo Bank, National Association,
                  as custodian and trustee

              


      

      


       

      In
        connection with the administration of the Mortgage Loans held by you pursuant
        to
        the above-captioned Custodial Agreement, we request the release, and hereby
        acknowledge receipt, of the Mortgage File for the Mortgage Loan described
        below,
        for the reason indicated.

       

      Mortgage
        Loan Number:

       

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                _____

              	 	
                1.

              	 	
                Mortgage
                  Paid in Full and proceeds have been deposited into the Custodial
                  Account

              	 
	 	 	 	 	 	 
	
                _____

              	 	
                2.

              	 	
                Foreclosure

              	 
	 	 	 	 	 	 
	
                _____

              	 	
                3.

              	 	
                Substitution

              	 
	 	 	 	 	 	 
	
                _____

              	 	
                4.

              	 	
                Other
                  Liquidation

              	 
	 	 	 	 	 	 
	
                _____

              	 	
                5.

              	 	
                Nonliquidation

              	
                Reason:________________________

              
	 	 	 	 	 	 
	
                _____

              	 	
                6.

              	 	
                California
                  Mortgage Loan paid in full

              	 


      

      


      
        	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (authorized
                  signer)

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Issuer:

              	 
	 	 	 	 	 	 	 	
                Address:

              	 
	 	 	 	 	 	 	 	
                Date:

              	 


      

      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H

      


      DTC
        LETTER OF REPRESENTATIONS

      


      [Provided
        upon Request]

      


      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

      


      SCHEDULE
        OF MORTGAGE LOANS WITH LOST NOTES

      


      [Provided
        upon Request]

      


      


       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        J

       

      FORM
        OF CUSTODIAL AGREEMENT

       

      


       

      THIS
        CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of March 30, 2007, by and among BEAR STEARNS ASSET BACKED
        SECURITIES I LLC, as depositor under the Pooling and Servicing Agreement
        defined
        below (together with any successor in interest, the “Depositor”), EMC MORTGAGE
        CORPORATION, as seller (the “Seller”), as master servicer (together with any
        successor in interest or successor under the Pooling and Servicing Agreement
        referred to below, the “Master Servicer”) and company (together with any
        successor in interest or successor under the Pooling and Servicing Agreement
        referred to below, the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
        as trustee (including its successors under the Pooling and Servicing Agreement
        referred to below, the “Trustee”) and custodian (together with any successor in
        interest or any successor appointed hereunder, the “Custodian”).

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        the Depositor, the Seller, the Master Servicer and the Trustee have entered
        into
        a Pooling and Servicing Agreement, dated as of March 1, 2007, relating to
        the
        issuance of Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
        Certificates, Series 2007-AC3 (as in effect on the date of this Agreement,
        the
“Original Pooling and Servicing Agreement,” and as amended and supplemented from
        time to time, the “Pooling and Servicing Agreement”); and

       

      WHEREAS,
        the Custodian has agreed to act as agent for the Trustee for the purposes
        of
        receiving and holding certain documents and other instruments delivered by
        the
        Depositor, the Seller or the Master Servicer under the Pooling and Servicing
        Agreement and the Servicers under their respective Servicing Agreements,
        all
        upon the terms and conditions and subject to the limitations hereinafter
        set
        forth;

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements hereinafter set forth, the Trustee, the Depositor, the Seller,
        the
        Master Servicer and the Custodian hereby agree as follows:

       

      ARTICLE
        I.

      DEFINITIONS

       

      Capitalized
        terms used in this Agreement and not defined herein shall have the meanings
        assigned in the Original Pooling and Servicing Agreement, unless otherwise
        required by the context herein.

       

      ARTICLE
        II.

      CUSTODY
        OF MORTGAGE DOCUMENTS

       

      Section
        2.1. Custodian
        to Act as Agent: Acceptance of Mortgage Files.
        The
        Custodian, as the duly appointed custodial agent of the Trustee for these
        purposes, acknowledges (subject to any exceptions noted in the Initial
        Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
        relating to the Mortgage Loans identified on the schedule attached hereto
        (the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
        as agent for the Trustee, in trust, for the use and benefit of all present
        and
        future Certificateholders.

       

      Section
        2.2. Recordation
        of Assignments.
        If any
        Mortgage File includes one or more assignments of Mortgage that have not
        been
        recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
        Agreement and the related Mortgage Loan is not a MOM Loan or the related
        Mortgaged Properties are located in jurisdictions specifically excluded by
        the
        Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
        Pooling and Servicing Agreement, each such assignment shall be delivered
        by the
        Custodian to the Seller for the purpose of recording it in the appropriate
        public office for real property records, and the Seller, at no expense to
        the
        Custodian, shall promptly cause to be recorded in the appropriate public
        office
        for real property records each such assignment of Mortgage and, upon receipt
        thereof from such public office, shall return each such assignment of Mortgage
        to the Custodian.

       

      Section
        2.3. Review
        of Mortgage Files.

       

      (a) On
        or
        prior to the Closing Date, in accordance with Section 2.02 of the Pooling
        and
        Servicing Agreement, the Custodian shall deliver to the Seller and the Trustee
        an Initial Certification in the form annexed hereto as Exhibit One evidencing
        receipt (subject to any exceptions noted therein) of a Mortgage File for
        each of
        the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan
        Schedule”).

       

      (b) Within
        90
        days of the Closing Date, the Custodian agrees, for the benefit of
        Certificateholders, to review, in accordance with the provisions of Section
        2.02
        of the Pooling and Servicing Agreement, each such document, and shall deliver
        to
        the Seller and the Trustee, an Interim Certification in the form annexed
        hereto
        as Exhibit Two to the effect that all such documents have been executed and
        received and that such documents relate to the Mortgage Loans identified
        on the
        Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
        to such Interim Certification. The Custodian shall be under no duty or
        obligation to inspect, review or examine said documents, instruments,
        certificates or other papers to determine that the same are genuine,
        enforceable, or appropriate for the represented purpose or that they have
        actually been recorded or that they are other than what they purport to be
        on
        their face.

       

      (c) Not
        later
        than 180 days after the Closing Date, the Custodian shall review the Mortgage
        Files as provided in Section 2.02 of the Pooling and Servicing Agreement
        and
        deliver to the Seller and the Trustee a Final Certification in the form annexed
        hereto as Exhibit Three evidencing the completeness of the Mortgage
        Files.

       

      (d) In
        reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
        Agreement, the Custodian shall make no representation as to and shall not
        be
        responsible to verify (i) the validity, legality, enforceability, due
        authorization, recordability, sufficiency or genuineness of any of the documents
        included in any Mortgage File or (ii) the collectability, insurability,
        effectiveness or suitability of any of the documents in any Mortgage
        File.

       

      Upon
        receipt of written request from the Trustee, the Custodian shall as soon
        as
        practicable supply the Trustee with a list of all of the documents relating
        to
        the Mortgage Loans missing from the Mortgage Files.

       

      Section
        2.4. Notification
        of Breaches of Representations and Warranties.
        Upon
        discovery by the Custodian of a breach of any representation or warranty
        made by
        the Depositor as set forth in the Pooling and Servicing Agreement with respect
        to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
        prompt
        written notice to the Depositor, the related Servicer and the
        Trustee.

       

      Section
        2.5. Custodian
        to Cooperate: Release of Mortgage Files.
        Upon
        receipt of written notice from the Trustee that the Seller has repurchased
        a
        Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
        and
        a request for release (a “Request for Release”) confirming that the purchase
        price therefor has been deposited in the Master Servicer Collection Account
        or
        the Distribution Account, then the Custodian agrees to promptly release to
        the
        Seller the related Mortgage File.

       

      Upon
        the
        Custodian’s receipt of a Request for Release substantially in the form of
        Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
        of a Servicer, stating that it has received payment in full of a Mortgage
        Loan
        or that payment in full will be escrowed in a manner customary for such
        purposes, the Custodian agrees promptly to release to the Servicer, the related
        Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
        agrees to review in accordance with the provisions of their Agreement the
        Mortgage Note and other documents constituting the Mortgage File with respect
        to
        any Replacement Mortgage Loan.

       

      From
        time
        to time as is appropriate for the servicing or foreclosure of any Mortgage
        Loan,
        including, for this purpose, collection under any Primary Insurance Policy
        or
        PMI Policy, the Company or the related Servicer, as applicable, shall deliver
        to
        the Custodian a Request for Release signed by a Servicing Officer requesting
        that possession of all of the Mortgage File be released to the Company or
        the
        related Servicer, as applicable, and certifying as to the reason for such
        release and that such release will not invalidate any insurance coverage
        provided in respect of the Mortgage Loan under any of the Insurance Policies.
        Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
        to
        the Company or the related Servicer, as applicable. The Company or the related
        Servicer, as applicable, shall cause each Mortgage File or any document therein
        so released to be returned to the Custodian when the need therefore by the
        Company or the related Servicer, as applicable, no longer exists, unless
        (i) the
        Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
        the
        Mortgage Loan have been deposited in the Master Servicer Collection Account
        or
        the Distribution Account or (ii) the Mortgage File or such document has been
        delivered to an attorney, or to a public trustee or other public official
        as
        required by law, for purposes of initiating or pursuing legal action or other
        proceedings for the foreclosure of the Mortgaged Property either judicially
        or
        non-judicially, and the Company or the related Servicer, as applicable, has
        delivered to the Custodian a certificate of a Servicing Officer certifying
        as to
        the name and address of the Person to which such Mortgage File or such document
        was delivered and the purpose or purposes of such delivery.

       

      At
        any
        time that the Company or the related Servicer is required to deliver to the
        Custodian a Request for Release, the Company or the related Servicer, as
        applicable, shall deliver two copies of the Request for Release if delivered
        in
        hard copy or the Company or the related Servicer, as applicable, may furnish
        such Request for Release electronically to the Custodian, in which event
        the
        Servicing Officer transmitting the same shall be deemed to have signed the
        Request for Release. In connection with any Request for Release of a Mortgage
        File because of a repurchase of a Mortgage Loan, such Request for Release
        shall
        be accompanied by an assignment of mortgage, without recourse, representation
        or
        warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
        Loan) and the related Mortgage Note shall be endorsed without recourse,
        representation or warranty by the Trustee (unless such Mortgage Loans is
        registered on the MERS System) and be returned to the Seller. In connection
        with
        any Request for Release of a Mortgage File because of the payment in full
        of a
        Mortgage Loan, such Request for Release shall be accompanied by a certificate
        of
        satisfaction or other similar instrument to be executed by or on behalf of
        the
        Trustee and returned to the Company or the related Servicer, as
        applicable.

       

      Section
        2.6. Assumption
        Agreements.
        In the
        event that any assumption agreement, substitution of liability agreement
        or sale
        of servicing agreement is entered into with respect to any Mortgage Loan
        subject
        to this Agreement in accordance with the terms and provisions of the Pooling
        and
        Servicing Agreement, the Master Servicer, to the extent provided in the Pooling
        and Servicing Agreement or the related Servicing Agreement, shall cause the
        Company or the related Servicer, as applicable, to notify the Custodian that
        such assumption or substitution agreement has been completed by forwarding
        to
        the Custodian the original of such assumption or substitution agreement,
        which
        shall be added to the related Mortgage File and, for all purposes, shall
        be
        considered a part of such Mortgage File to the same extent as all other
        documents and instruments constituting parts thereof.

       

      ARTICLE
        III.

      CONCERNING
        THE CUSTODIAN

       

      Section
        3.1. Custodian
        a Bailee and Agent of the Trustee.
        With
        respect to each Mortgage Note, Mortgage and other documents constituting
        each
        Mortgage File which are delivered to the Custodian, the Custodian is exclusively
        the bailee and custodial agent of the Trustee and has no instructions to
        hold
        any Mortgage Note or Mortgage for the benefit of any person other than the
        Trustee and the Certificateholders and undertakes to perform such duties
        and
        only such duties as are specifically set forth in this Agreement and in the
        Pooling and Servicing Agreement. Except upon compliance with the provisions
        of
        Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
        shall
        be delivered by the Custodian to the Company, the Depositor, any Servicer
        or the
        Master Servicer or otherwise released from the possession of the
        Custodian.

       

      Section
        3.2. Custodian
        May Own Certificates.
        The
        Custodian in its individual or any other capacity may become the owner or
        pledgee of Certificates with the same rights it would have if it were not
        Custodian.

       

      Section
        3.3. Trustee
        to Pay Custodian’s Fees and Expenses.
        The
        Trustee covenants and agrees to pay to the Custodian from time to time a
        fee as
        agreed upon by such parties as reasonable compensation for all services rendered
        by it in the exercise and performance of any of the powers and duties hereunder
        of the Custodian. Upon its request, the Custodian shall be paid or reimbursed
        from the Trust Fund for all reasonable expenses, disbursements and advances
        incurred or made by the Custodian in accordance with any of the provisions
        of
        this Agreement (including the reasonable compensation and the expenses and
        disbursements of its counsel and of all persons not regularly in its employ),
        except any such expense, disbursement or advance as may arise from the
        Custodian’s negligence or bad faith or to the extent that such cost or expense
        is indemnified by the Depositor pursuant to the Pooling and Servicing
        Agreement.

       

      Section
        3.4. Custodian
        May Resign; Trustee May Remove Custodian.
        The
        Custodian may resign from the obligations and duties hereby imposed upon
        it as
        such obligations and duties relate to its acting as Custodian of the Mortgage
        Loans. Upon receiving such written notice of resignation, the Trustee shall
        either take custody of the Mortgage Files itself and give prompt written
        notice
        thereof to the Depositor, the Master Servicer and the Custodian, or promptly
        appoint a successor Custodian by written instrument, in duplicate, one copy
        of
        which instrument shall be delivered to the resigning Custodian and one copy
        to
        the successor Custodian. If the Trustee shall not have taken custody of the
        Mortgage Files and no successor Custodian shall have been so appointed and
        have
        accepted appointment within 30 days after the giving of such written notice
        of
        resignation, the resigning Custodian may petition any court of competent
        jurisdiction for the appointment of a successor Custodian.

       

      The
        Trustee may remove the Custodian at any time upon 60 days prior written notice
        to Custodian. In such event, the Trustee shall appoint, or petition a court
        of
        competent jurisdiction to appoint, a successor Custodian hereunder. Any
        successor Custodian shall be a depository institution subject to supervision
        or
        examination by federal or state authority shall be able to satisfy the other
        requirements contained in Section 3.6 and shall be unaffiliated with the
        Servicers, the Company and the Depositor.

       

      Any
        resignation or removal of the Custodian and appointment of a successor Custodian
        pursuant to any of the provisions of this Section 3.4 shall become effective
        upon acceptance of appointment by the successor Custodian. The Trustee shall
        give prompt notice to the Depositor and the Master Servicer of the appointment
        of any successor Custodian. No successor Custodian shall be appointed by
        the
        Trustee without the prior approval of the Depositor and the Master
        Servicer.

       

      Section
        3.5. Merger
        or Consolidation of Custodian.
        Any
        Person into which the Custodian may be merged or converted or with which
        it may
        be consolidated, or any Person resulting from any merger, conversion or
        consolidation to which the Custodian shall be a party, or any Person succeeding
        to the business of the Custodian, shall be the successor of the Custodian
        hereunder, without the execution or filing of any paper or any further act
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      Section
        3.6. Representations
        of the Custodian.
        The
        Custodian hereby represents that it is a depository institution subject to
        supervision or examination by a federal or state authority, has a combined
        capital and surplus of at least $15,000,000 and is qualified to do business
        in
        the jurisdictions in which it will hold any Mortgage File.

       

      ARTICLE
        IV.

      COMPLIANCE
        WITH REGULATION AB

       

      Section
        4.1. Intent
        of the parties; Reasonableness.
        The
        parties hereto acknowledge and agree that the purpose of this Article IV
        is to
        facilitate compliance by the Depositor with the provisions of Regulation
        AB and
        related rules and regulations of the Commission. The Depositor shall not
        exercise its right to request delivery of information or other performance
        under
        these provisions other than in good faith, or for purposes other than compliance
        with the Securities Act, the Exchange Act and the rules and regulations of
        the
        Commission under the Securities Act and the Exchange Act. Each of the parties
        hereto acknowledges that interpretations of the requirements of Regulation
        AB
        may change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the mortgage-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Depositor in good faith for delivery of information
        under
        these provisions on the basis of evolving interpretations of Regulation AB
        to
        the extent reasonably practicable. The Custodian shall cooperate reasonably
        with
        the Depositor to deliver to the Depositor (including any of its assignees
        or
        designees), any and all disclosure, statements, reports, certifications,
        records
        and any other information necessary in the reasonable, good faith determination
        of the Depositor to permit the Depositor to comply with the provisions of
        Regulation AB.

       

      Section
        4.2. Additional
        Representations and Warranties of the Custodian.

       

      (a) [Reserved];

       

      (b) The
        Custodian shall be deemed to represent to the Depositor as of the date hereof
        and on each date on which information is provided to the Depositor under
        Section
        4.3 that, except as disclosed in writing to the Depositor prior to such date:
        (i) there are no aspects of its financial condition that could have a material
        adverse effect on the performance by it of its custodial obligations under
        this
        Agreement or any other Securitization Transaction as to which it is the
        custodian; (ii) there are no material legal or governmental proceedings pending
        (or known to be contemplated) against it; and (iii) there are no affiliations,
        relationships or transactions relating to the Custodian with respect to the
        Depositor or any sponsor, issuing entity, servicer, trustee, originator,
        significant obligor, enhancement or support provider or other material
        transaction party (as such terms are used in Regulation AB) relating to the
        Securitization Transaction contemplated by the Agreement, as identified by
        the
        Depositor to the Custodian in writing as of the Closing Date (each, a
        "Transaction Party").

       

      (c) If
        so
        requested by the Depositor on any date following the Closing Date, the Custodian
        shall, within five Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in paragraph (a)
        of
        this Section or, if any such representation and warranty is not accurate
        as of
        the date of such confirmation, provide reasonably adequate disclosure of
        the
        pertinent facts, in writing, to the requesting party. Any such request from
        the
        Depositor shall not be given more than once each calendar quarter, unless
        the
        Depositor shall have a reasonable basis for a determination that any of the
        representations and warranties may not be accurate.

       

      Section
        4.3. Additional
        Information to Be Provided by the Custodian.
        For so
        long as the Certificates are outstanding, for the purpose of satisfying the
        Depositor 's reporting obligation under the Exchange Act with respect to
        any
        class of Certificates, the Custodian shall (a) notify the Depositor in writing
        of any material litigation or governmental proceedings pending against the
        Custodian that would be material to Certificateholders, and (b) provide to
        the
        Depositor a written description of such proceedings. Any notices and
        descriptions required under this Section 4.3 shall be given no later than
        five
        Business Days prior to the Determination Date following the month in which
        the
        Custodian has knowledge of the occurrence of the relevant event. As of the
        date
        the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K
        with respect to the Certificates, the Custodian will be deemed to represent
        that
        any information previously provided under this Section 4.3, if any, is
        materially correct and does not have any material omissions unless the Custodian
        has provided an update to such information.

       

      Section
        4.4. Report
        on Assessment of Compliance and Attestation.
        On or
        before March 15 of each calendar year beginning in 2008, the Custodian
        shall:

       

      (a) deliver
        to the Master Servicer, the Depositor and the Trustee a report regarding
        the
        Custodian’s assessment of compliance with the Servicing Criteria during the
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB. The Assessment of Compliance,
        as
        set forth in Regulation AB, must contain (i) a statement by such officer
        of its
        responsibility for assessing compliance with the Servicing Criteria applicable
        to the Custodian, (ii) a statement by such officer that the Custodian used
        the
        Servicing Criteria attached as Exhibit Four hereto, and which will also be
        attached to the Assessment of Compliance, to assess compliance with the
        Servicing Criteria applicable to the Custodian, (iii) an assessment by such
        officer of the Custodian’s compliance with the applicable Servicing Criteria for
        the period consisting of the preceding calendar year, including disclosure
        of
        any material instance of noncompliance with respect thereto during such period,
        which assessment shall be based on the activities the Custodian performs
        with
        respect to asset-backed securities transactions taken as a whole involving
        the
        Custodian, that are backed by the same asset type as the Mortgage Loans,
        (iv) a
        statement that a registered public accounting firm has issued an attestation
        report on the Custodian’s Assessment of Compliance for the period consisting of
        the preceding calendar year, and (v) a statement as to which of the Servicing
        Criteria, if any, are not applicable to the Custodian, which statement shall
        be
        based on the activities the Custodian performs with respect to asset-backed
        securities transactions taken as a whole involving the Custodian, that are
        backed by the same asset type as the Mortgage Loans. Such report at a minimum
        shall address each of the Servicing Criteria identified and marked on Exhibit
        Four attached hereto as being applicable to the Custodian; and

       

      (b) deliver
        to the Master Servicer, the Depositor and the Trustee a report by a registered
        public accounting firm that attests to, and reports on, the Assessment of
        Compliance made by the Custodian, as required by Rules 13a-18 and 15d-18
        of the
        Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report
        must be
        made in accordance with standards for attestation reports issued or adopted
        by
        the Public Company Accounting Oversight Board.

       

      (c) Notwithstanding
        the foregoing, an Assessment of Compliance is not required to be delivered
        by
        the Custodian unless it is required as part of a Form 10-K with respect to
        the
        Trust Fund.

       

      (d) In
        the
        event the Custodian is terminated under, or resigns pursuant to, the terms
        of
        this Agreement, the Custodian shall provide an Assessment of Compliance and
        cause to be provided an Attestation Report pursuant to this Section 4.4
        notwithstanding any such termination or resignation.

       

      Section
        4.5. Indemnification;
        Remedies.

       

      The
        Custodian shall indemnify the Depositor, each affiliate of the Depositor,
        the
        Seller and each broker dealer acting as underwriter, placement agent or initial
        purchaser of the Certificates or each Person who controls any of such parties
        (within the meaning of Section 15 of the Securities Act and Section 20 of
        the
        Exchange Act); and the respective present and former directors, officers,
        employees and agents of each of the foregoing, and shall hold each of them
        harmless from and against any losses, damages, penalties, fines, forfeitures,
        legal fees and expenses and related costs, judgments, and any other costs,
        fees
        and expenses that any of them may sustain arising out of or based
        upon:

       

      (i) (A)
        any
        untrue statement of a material fact contained or alleged to be contained
        in any
        information, report, certification, accountants’ attestation or other material
        provided under this Article IV by or on behalf of the Custodian (collectively,
        the “Custodian Information”), or (B) the omission or alleged omission to state
        in the Custodian Information a material fact required to be stated in the
        Custodian Information or necessary in order to make the statements therein,
        in
        the light of the circumstances under which they were made, not misleading;
        or

       

      (ii) any
        failure by the Custodian to deliver any information, report, certification,
        accountants’ attestation or other material when and as required under this
        Article IV.

       

      (iii) the
        negligence, bad faith or willful misconduct of the Custodian in the performance
        of its obligations under this Article IV. 

       

      (b) In
        the
        case of any failure of performance described in clause (ii) of Section 4.5(a),
        the Custodian shall promptly reimburse the Depositor for all costs reasonably
        incurred by the Depositor in order to obtain the information, report,
        certification, accountants’ letter or other material not delivered as required
        by the Custodian.

       

      (c) In
        no
        event shall the Custodian or its directors, officers, and employees be liable
        for any special, indirect or consequential damages from any action taken
        or
        omitted to be taken by it or them hereunder or in connection herewith even
        if
        advised of the possibility of such damages.

       

      This
        indemnification shall survive the termination of this Agreement or the
        termination of the Custodian. 

       

      ARTICLE
        V.

      MISCELLANEOUS
        PROVISIONS

       

      Section
        5.1. Notices.
        All
        notices, requests, consents and demands and other communications required
        under
        this Agreement or pursuant to any other instrument or document delivered
        hereunder shall be in writing and, unless otherwise specifically provided,
        may
        be delivered personally, by telegram or telex, or by registered or certified
        mail, postage prepaid, return receipt requested, at the addresses specified
        on
        the signature page hereof (unless changed by the particular party whose address
        is stated herein by similar notice in writing), in which case the notice
        will be
        deemed delivered when received.

       

      Section
        5.2. [Reserved].

       

      Section
        5.3. Amendments.
        No
        modification or amendment of or supplement to this Agreement shall be valid
        or
        effective unless the same is in writing and signed by all parties
        hereto.  The Trustee shall give prompt notice to the Custodian of any
        amendment or supplement to the Pooling and Servicing Agreement and furnish
        the
        Custodian with written copies thereof.

       

      Section
        5.4. GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK, WITHOUT
        REGARD
        TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW
        YORK
        GENERAL OBLIGATIONS LAW.

       

      Section
        5.5. Recordation
        of Agreement.
        To the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Depositor and at the
        Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
        reasonably satisfactory to the Depositor to the effect that the failure to
        effect such recordation is likely to materially and adversely affect the
        interests of the Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      Section
        5.6. Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the holders thereof.

       

      [Signature
        Page Follows]

       

       

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

      IN
        WITNESS WHEREOF, this Agreement is executed as of the date first above
        written.

       

      

        
          	
                  Address:

                	
                  BEAR
                    STEARNS ASSET BACKED SECURITIES I LLC

                
	 	 
	
                  383
                    Madison Avenue

                	 
	
                  New
                    York, New York 10179

                	 
	 	
                  By:___________________________________

                
	 	
                  Name:

                
	 	
                  Title:

                
	 	 
	
                  Address:

                	
                  EMC
                    MORTGAGE CORPORATION,

                  as
                    Master Servicer and Seller

                
	
                  2780
                    Lake Vista Drive, 

                	 
	
                  Lewisville,
                    Texas 75067

                	 
	
                  Facsimile:
                    (214) 626-4889

                	
                  By:____________________________________

                
	
                  Attention:
                    Michelle Viner

                	
                  Name:

                
	 	
                  Title:

                
	 	 
	 	 
	 	 
	 	 
	
                  Address:

                	
                  WELLS
                    FARGO BANK,

                  NATIONAL
                    ASSOCIATION,

                
	
                  9062
                    Old Annapolis Road

                	
                  as
                    Trustee

                
	
                  Columbia,
                    Maryland 21045

                	 
	 	
                  By:____________________________________

                
	 	
                  Name:

                
	 	
                  Title:

                
	 	 
	 	 
	
                  Address:

                	
                  WELLS
                    FARGO BANK,

                  NATIONAL
                    ASSOCIATION,

                
	
                  1015
                    10th Avenue S.E.

                	
                  as
                    Custodian

                
	
                  Minneapolis,
                    Minnesota 55414-0031

                	 
	 	
                  By:_____________________________________

                
	 	
                  Name:

                
	 	
                  Title:

                


        

      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        


        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        

        
 

      

      On
        the
        30th day of March 2007 before me, a notary public in and for said State,
        personally appeared __________________________, known to me to be a(n)
        __________________________ of Bear Stearns Asset Backed Securities I LLC,
        and
        also known to me to be the person who executed the within instrument on behalf
        of said party, and acknowledged to me that such party executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

       

      
        	 	 
	 	
                Notary
                  Public

              


      

       

       

      [SEAL]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

         

        
          


          
            	
                    STATE
                      OF TEXAS

                  	
                    )

                  	 
	 	
                    )

                  	
                    ss.:

                  
	
                    COUNTY
                      OF DALLAS

                  	
                    )

                  	 


          

          
 

        

      

      On
        the
        30th day of March 2007 before me, a notary public in and for said State,
        personally appeared __________________________, known to me to be an authorized
        representative of EMC Mortgage Corporation, one of the parties that executed
        the
        within instrument, and also known to me to be the person who executed the
        within
        instrument on behalf of said party, and acknowledged to me that such party
        executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
         

         

        
          	 	 
	 	
                  Notary
                    Public

                


        

         

      

       

       

      [Notarial
        Seal]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        


        
          	
                  STATE
                    OF MARYLAND

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF HOWARD

                	
                  )

                


        

      

      
 

      On
        the
        30th day of March 2007 before me, a notary public in and for said State,
        personally appeared __________________________, known to me to be a(n)
        __________________________ of Wells Fargo Bank, National Association, a national
        banking association, one of the parties that executed the within instrument,
        and
        also known to me to be the person who executed it on behalf of said party,
        and
        acknowledged to me that such party executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
         

        
          	 	 
	 	
                  Notary
                    Public

                


        

      

       

      [Notarial
        Seal]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        


        
          	
                  STATE
                    OF MINNESOTA

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF HENNEPIN

                


        

      

      
 

      On
        the
        30th day of March 2007 before me, a notary public in and for said State,
        personally appeared __________________________, known to me to be a(n)
        __________________________ of Wells Fargo Bank, National Association, a national
        banking association, one of the parties that executed the within instrument,
        and
        also known to me to be the person who executed it on behalf of said party,
        and
        acknowledged to me that such party executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        
           

          
            	 	 
	 	
                    Notary
                      Public

                  


          

        

         

      

       

      [Notarial
        Seal]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        ONE

       

      FORM
        OF
        CUSTODIAN INITIAL CERTIFICATION

       

      March
        30,
        2007

       

      
        	
                Wells
                  Fargo Bank, National Association

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

              	
                With
                  a copy to:

                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Michelle Viner

                Facsimile:
                  (214) 626-4889

              
	 	 
	
                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Janan Weeks

                Facsimile:
                  (214) 626-3704

              


      

      


       

      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AC3

       

      Re:         
        Custodial
        Agreement, dated as of March 30, 2007, by and among Wells Fargo Bank, National
        Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage
        Corporation relating to Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates,

      Series
        2007-AC3     

      
        
          

        

      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
        and
        subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        (which contains an original Mortgage Note or lost note affidavit) to the
        extent
        required in Section 2.01 of the Pooling and Servicing Agreement with respect
        to
        each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
        listed on Schedule A attached hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

       

      
        	 	 	 
	 	WELLS
                FARGO BANK,
                NATIONAL ASSOCIATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                Name:  

              	 
	 	Title:	 


      

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      (Please
        See Tab #[__])

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       


      EXHIBIT
        TWO

       

      FORM
        OF
        CUSTODIAN INTERIM CERTIFICATION

       

      [DATE]

       

      
        	
                Wells
                  Fargo Bank, National Association

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

              	
                With
                  a copy to:

                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Michelle Viner

                Facsimile:
                  (214) 626-4889

              
	
                 

                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Janan Weeks

                Facsimile:
                  (214) 626-3704

              


      

      


       

      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AC3

       

      Re:        
         Custodial
        Agreement, dated as of March 30, 2007, by and among Wells Fargo Bank, National
        Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage
        Corporation relating to Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates,

      Series
        2007-AC3   

      
        
          
            

          

        
   

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(b) of the above-captioned Custodial Agreement
        and
        subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        to the extent required pursuant to Section 2.01 of the Pooling and Servicing
        Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
        Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
        and has determined that: all required documents have been executed and received
        and that such documents relate to the Mortgage Loans identified on the Mortgage
        Loan Schedule, with any exceptions listed on Schedule A attached
        hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

       

      
         

        
          	 	 	 
	 	WELLS
                  FARGO BANK,
                  NATIONAL ASSOCIATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:  

                	 
	 	Title:	 


        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      (PROVIDED
        UPON REQUEST)

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        THREE

       

      FORM
        OF
        CUSTODIAN FINAL CERTIFICATION

       

      [DATE]

       

      
        	
                Wells
                  Fargo Bank, National Association

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

              	
                With
                  a copy to:

                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Michelle Viner

                Facsimile:
                  (214) 626-4889

              
	
                 

                EMC
                  Mortgage Corporation

                2780
                  Lake Vista Drive

                Lewisville,
                  TX 75067

                Attention:
                  Janan Weeks

                Facsimile:
                  (214) 626-3704

              


      

      


       

      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AC3

       

      
        	 	
                Re:

              	
                Custodial
                  Agreement, dated as of March 30, 2007, by and among Wells Fargo
                  Bank,
                  National Association, Bear Stearns Asset Backed Securities I LLC
                  and EMC
                  Mortgage Corporation relating to Bear Stearns Asset Backed Securities
                  I
                  Trust 2007-AC3, Asset-Backed Certificates,
                  Series 2007-AC3

              	 


      

       

      In
        accordance with Section 2.3(c) of the above-captioned Custodial
        Agreement

      and,
        subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        to the extent required pursuant to Section 2.01 of the Pooling and Servicing
        Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
        Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
        and has determined that: all required documents have been executed and received
        and that such documents relate to the Mortgage Loans identified on the Mortgage
        Loan Schedule, with any exceptions listed on Schedule A attached
        hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement or in the Pooling and Servicing
        Agreement, as applicable.

       

      
        
           

          
            	 	 	 
	 	WELLS
                    FARGO BANK,
                    NATIONAL ASSOCIATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:  

                  	 
	 	Title:	 


          

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      SCHEDULE
        A

      


      (PROVIDED
        UPON REQUEST)

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        FOUR

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


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

      


      
        	
                 

                Servicing
                  Criteria

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                 

                 

                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements

              	 
	
                 

                 

                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 pool assets are maintained.

              	 
	
                 

                 

                 

                1122(d)(1)(iv)

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

              	 
	 	
                 

                Cash
                  Collection and Administration

              	 
	
                 

                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                 

                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 institutions” 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
                  reconciliations; 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 pool assets serviced by the
                  servicer.

              	 
	
                 

                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 pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	
                √

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets 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 pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	 
	
                 

                1122(d)(4)(v)

              	
                The
                  servicer’s records regarding the pool assets agree with the servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                 

                 

                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s pool asset (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 of recovery actions (e.g., forbearance plans, modifications
                  and
                  deed 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
                  documents.

              	 
	
                 

                 

                 

                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.,
                  Such
                  records are maintained in at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                 

                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	 
	
                 

                 

                 

                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts);
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 3-
                  calendar
                  days of full repayment of the related pool asset, 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 ore 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 service 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 funds 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.

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        K

      


      FORM
        OF BACK-UP CERTIFICATION
        TO FORM 10-K CERTIFICATE

       

      The
        [ ]
        agreement dated as of [ ],
        200[ ]
        (the “Agreement”), among [IDENTIFY PARTIES]

      


      I,
        ________________________________, the _______________________ of [NAME OF
        COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
        [Trustee], and their officers, with the knowledge and intent that they will
        rely
        upon this certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the [Depositor] [Master
        Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
        Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Trustee];

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

      
(5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the [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:
         ________________________________

      


      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        L

      


      FORM
        OF MORTGAGE LOAN PURCHASE AGREEMENT

      


      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of March 30, 2007, as amended and supplemented
        by any and all amendments hereto (collectively, “this
        Agreement”),
        by
        and between EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC”
or
        the
“Mortgage
        Loan Seller”)
        and
        BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability
        company
        (the “Purchaser”).

       

      Upon
        the
        terms and subject to the conditions of this Agreement, the Mortgage Loan
        Seller
        agrees to sell, and the Purchaser agrees to purchase, certain conventional,
        fixed rate, first lien mortgage loans secured by one- to four-family residences
        (collectively, the “Mortgage
        Loans”)
        as
        described herein. The Purchaser intends to deposit the Mortgage Loans into
        a
        trust fund (the “Trust
        Fund”)
        and
        create Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
        Certificates, Series 2007-AC3 (the “Certificates”),
        under
        a pooling and servicing agreement, to be dated as of March 1, 2007 (the
“Pooling
        and Servicing Agreement”),
        among
        the Purchaser, as depositor, the Mortgage Loan Seller, as seller, company
        and
        master servicer (in such capacity, the “Master
        Servicer”)
        and
        Wells Fargo Bank, National Association, as trustee (the “Trustee”).

       

      The
        Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
        a
        registration statement on Form S-3 (Number 333-131374) relating to its
        Asset-Backed Certificates and the offering of certain series thereof (including
        certain classes of the Certificates) from time to time in accordance with
        Rule
        415 under the Securities Act of 1933, as amended, and the rules and regulations
        of the Commission promulgated thereunder (the “Securities
        Act”).
        Such
        registration statement, when it became effective under the Securities Act,
        and
        the prospectus relating to the public offering of certain classes of the
        Certificates by the Purchaser (the “Public
        Offering”),
        as
        each may be amended or supplemented from time to time pursuant to the Securities
        Act or otherwise, are referred to herein as the “Registration
        Statement”
and
        the
“Prospectus,”
        respectively. The “Prospectus
        Supplement”
shall
        mean that supplement, dated March 29, 2007, to the Prospectus, dated March
        14,
        2007, relating to certain classes of the Certificates. With respect to the
        Public Offering of certain classes of the Certificates, the Purchaser and
        Bear,
        Stearns & Co. Inc. (“Bear
        Stearns”)
        have
        entered into a terms agreement, dated as of March 22, 2007, to an underwriting
        agreement, dated April 13, 2006, between the Purchaser and Bear Stearns
        (together, the “Underwriting
        Agreement”).

       

      Now,
        therefore, in consideration of the premises and the mutual agreements set
        forth
        herein, the parties hereto agree as follows:

       

      SECTION
        1.  Definitions.
        Certain
        terms are defined herein. Capitalized terms used herein but not defined herein
        shall have the meanings specified in the Pooling and Servicing Agreement.
        The
        following other terms are defined as follows:

       

      Acquisition
        Price:
        Cash in
        an amount equal to $            
        *             
        (plus
        $        *       
        in
        accrued interest). 

       

      Bear
        Stearns:
        Bear,
        Stearns & Co. Inc.

       

      Closing
        Date:
        March
        30, 2007.

       

      Custodial
        Agreement:
        An
        agreement, dated as of March 30, 2007 among the Depositor, EMC, the Trustee
        and
        the Custodian.

       

      Cut-off
        Date Balance:
        Shall
        mean $373,991,112.41.

       

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

       

      Due
        Date:
        With
        respect to each Mortgage Loan, the date in each month on which its scheduled
        payment is due, as set forth in the related Mortgage Note.

       

      EMC
        Flow Loans:
        The
        Mortgage Loans purchased by EMC pursuant to a flow loan purchase
        agreement.

       

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

       

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

       

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

       

      Moody’s:
        Moody’s
        Investors Service, Inc., or its successors in interest.

       

      Mortgage:
        The
        mortgage or deed of trust creating a first lien on an interest in real property
        securing a Mortgage Note.

       

      Mortgage
        File:
        The
        items referred to in Exhibit
        1
        pertaining to a particular Mortgage Loan and any additional documents required
        to be added to such documents pursuant to this Agreement.

       

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

       

      Mortgagor:
        The
        obligor(s) on a Mortgage Note.

       

      Net
        Mortgage Rate:
        For
        each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the
        Trustee Fee, (ii) the Servicing Fee Rate and (iii) the rate at which the
        LPMI
        Fee is calculated, if applicable.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Mortgage Loan Seller
        or
        the Purchaser, reasonably acceptable to the Trustee.

       

      Person:
        Any
        legal person, including any individual, corporation, partnership, joint venture,
        association, joint stock company, trust, unincorporated organization or
        government or any agency or political subdivision thereof.

       

      Purchase
        Price:
        With
        respect to any Mortgage Loan required to be purchased by the Mortgage Loan
        Seller pursuant to the applicable provisions of this Agreement, an amount
        equal
        to the sum of (i) 100% of the principal remaining unpaid on such Mortgage
        Loan
        as of the date of purchase (including if a foreclosure has already occurred,
        the
        principal balance of the related Mortgage Loan at the time the Mortgaged
        Property was acquired), net of any Servicing Advances and Advances attributable
        to principal and payable to the purchaser of the Mortgage Loan if such purchaser
        is also the Servicer of such Mortgage Loan, (ii) accrued and unpaid interest
        thereon at the Mortgage Rate through and including the last day of the month
        of
        purchase, net of any portion of the Servicing Fee and any Servicing Advances
        and
        Advances attributable to interest that is payable to the purchaser of the
        Mortgage Loan if such purchaser is also the Servicer of such Mortgage Loan,
        plus
        and (iii) any costs and damages (if any) incurred by the Trust in connection
        with any violation of such Mortgage Loan of any anti-predatory lending
        laws.

       

      Rating
        Agencies:
        Standard & Poor’s and Moody’s, each a “Rating
        Agency.”

       

      Replacement
        Mortgage Loan:
        A
        mortgage loan substituted for a Deleted Mortgage Loan which must meet on
        the
        date of such substitution the requirements stated herein and in the Pooling
        and
        Servicing Agreement; upon such substitution, such mortgage loan shall be
        a
“Mortgage Loan” hereunder.

       

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

       

      Standard
        & Poor’s:
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
        successors in interest.

       

      Transaction
        Documents:
        This
        Agreement, the Pooling and Servicing Agreement, the Custodial Agreement and
        the
        Underwriting Agreement.

       

      Value:
        The
        value of the Mortgaged Property at the time of origination of the related
        Mortgage Loan, such value being the lesser of (i) the value of such property
        set
        forth in an appraisal accepted by the applicable originator of the Mortgage
        Loan
        or (ii) the sales price of such property at the time of
        origination.

       

      SECTION
        2.  Purchase
        and Sale of the Mortgage Loans and Related Rights.
        

       

      (a)  Upon
        satisfaction of the conditions set forth in Section 11 hereof, the Mortgage
        Loan
        Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
        sold
        by the Mortgage Loan Seller having an aggregate outstanding principal balance
        as
        of the Cut-off Date equal to the related Cut-off Date Balance.

       

      (b)  The
        closing for the purchase and sale of the Mortgage Loans and the closing for
        the
        issuance of the Certificates will take place on the Closing Date at the office
        of the Purchaser’s counsel in New York, New York or such other place as the
        parties shall agree.

       

      (c)  Upon
        the
        satisfaction of the conditions set forth in Section 11 hereof, on the Closing
        Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition
        Price
        for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available
        funds by wire transfer to such account or accounts as shall be designated
        by the
        Mortgage Loan Seller.

       

      (d)  In
        addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
        to the Purchaser all of its right, title and interest in the Servicing
        Agreements.

       

      SECTION
        3.  Mortgage
        Loan Schedule.
        The
        Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof
        a
        listing of the Mortgage Loans (the “Mortgage
        Loan Schedule”)
        setting forth the information listed on Exhibit
        2
        to this
        Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
        Loan Seller. The Mortgage Loan Schedule shall be delivered to the Purchaser
        on
        the Closing Date and shall be in form and substance mutually agreed to by
        the
        Mortgage Loan Seller and the Purchaser.

       

      SECTION
        4.  Mortgage
        Loan Transfer.

       

      (a)  The
        Purchaser will be entitled to all scheduled payments of principal and interest
        on the Mortgage Loans due after the Cut-off Date (regardless of when actually
        collected) and all payments thereof. The Mortgage Loan Seller will be entitled
        to all scheduled payments of principal and interest on the Mortgage Loans
        due on
        or before the Cut-off Date (including payments collected after the Cut-off
        Date)
        and all payments thereof. Such principal amounts and any interest thereon
        belonging to the Mortgage Loan Seller as described above will not be included
        in
        the aggregate outstanding principal balance of the Mortgage Loans as of the
        Cut-off Date as set forth on the Mortgage Loan Schedule.

       

      (b)  Pursuant
        to various conveyancing documents to be executed on the Closing Date and
        pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
        on
        the Closing Date all of its right, title and interest in and to the Mortgage
        Loans to the Trustee for the benefit of the Certificateholders. In connection
        with the transfer and assignment of the Mortgage Loans, the Mortgage Loan
        Seller
        has delivered or will deliver or cause to be delivered to the Trustee or
        the
        Custodian on behalf of the Trustee by the Closing Date or such later date
        as is
        agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
        Date and such later date is referred to as a “Mortgage
        File Delivery Date”),
        the
        items of each Mortgage File, provided,
        however,
        that in
        lieu of the foregoing, the Mortgage Loan Seller may deliver the following
        documents, under the circumstances set forth below: (x) in lieu of the original
        Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments
        to the Trustee or intervening assignments thereof which have been delivered,
        are
        being delivered or will upon receipt of recording information relating to
        the
        Mortgage required to be included thereon, be delivered to recording offices
        for
        recording and have not been returned in time to permit their delivery as
        specified above, the Mortgage Loan Seller may deliver a true copy thereof
        with a
        certification, on the face of such copy, substantially as follows: “Certified to
        be a true and correct copy of the original;” (y) in lieu of the Mortgage (other
        than the Mortgages related to the EMC Flow Loans), assignments to the Trustee
        or
        intervening assignments thereof, if the applicable jurisdiction retains the
        originals of such documents or if the originals are lost (in each case, as
        evidenced by a certification from the Mortgage Loan Seller or the Master
        Servicer to such effect), the Mortgage Loan Seller may deliver photocopies
        of
        such documents containing an original certification by the judicial or other
        governmental authority of the jurisdiction where such documents were recorded;
        and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each
        identified in the list delivered by the Purchaser to the Trustee on the Closing
        Date and attached hereto as Exhibit
        5
        the
        Mortgage Loan Seller may deliver lost note affidavits and indemnities of
        the
        Mortgage Loan Seller; and provided further, however, that in the case of
        Mortgage Loans which have been prepaid in full after the Cut-off Date and
        prior
        to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the
        above
        documents, may deliver to the Trustee a certification by the Mortgage Loan
        Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
        deliver such original documents (including any original documents as to which
        certified copies had previously been delivered) or such certified copies
        to the
        Trustee, or the Custodian on behalf of the Trustee, promptly after they are
        received. The Mortgage Loan Seller shall cause the Mortgage and intervening
        assignments, if any, and the assignment of the Mortgage to be recorded not
        later
        than 180 days after the Closing Date unless such assignment is not required
        to
        be recorded under the terms set forth in Section 6(a) hereof.

       

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

       

      (d)  The
        Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
        the
        Mortgage Loans will ultimately be assigned to Wells Fargo Bank, National
        Association, as Trustee for the benefit of the Certificateholders, on the
        date
        hereof.

       

      SECTION
        5.  Examination
        of Mortgage Files.

       

      (a)  On
        or
        before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
        made
        the Mortgage Files available to the Purchaser or its agent for examination
        which
        may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
        Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
        conducted or has failed to conduct any partial or complete examination of
        the
        Mortgage Files shall not affect the Purchaser’s rights to demand cure,
        repurchase, substitution or other relief as provided in this Agreement. In
        furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
        Files available to the Purchaser or its agent from time to time so as to
        permit
        the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
        and recordation requirements of this Agreement and the Pooling and Servicing
        Agreement. In addition, upon request of the Purchaser, the Mortgage Loan
        Seller
        agrees to provide to the Purchaser, Bear Stearns and to any investors or
        prospective investors in the Certificates information regarding the Mortgage
        Loans and their servicing, to make the Mortgage Files available to the
        Purchaser, Bear Stearns and to such investors or prospective investors (which
        may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
        Seller’s custodian) and to make available personnel knowledgeable about the
        Mortgage Loans for discussions with the Purchaser, Bear Stearns and such
        investors or prospective investors, upon reasonable request during regular
        business hours, sufficient to permit the Purchaser, Bear Stearns and such
        investors or potential investors to conduct such due diligence as any such
        party
        reasonably believes is appropriate.

       

      (b)  Pursuant
        to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
        the
        Custodian as obligated under the Custodial Agreement), for the benefit of
        the
        Certificateholders, will review items of the Mortgage Files as set forth
        on
Exhibit
        1
        and will
        deliver to the Mortgage Loan Seller an initial certification in the form
        attached as Exhibit One to the Custodial Agreement.

       

      (c)  Within
        90
        days of the Closing Date, the Trustee or the Custodian on its behalf shall,
        in
        accordance with the provisions of Section 2.02 of the Pooling and Servicing
        Agreement, deliver to the
        Mortgage Loan Seller, the
        Master Servicer and, if reviewed by the Custodian, the Trustee an Interim
        Certification in the form attached as Exhibit Two to the Custodial Agreement
        to
        the effect that all such documents have been executed and received and that
        such
        documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
        except for any exceptions listed on Schedule A attached to such Interim
        Certification. The Custodian shall be under no duty or obligation to inspect,
        review or examine said documents, instruments, certificates or other papers
        to
        determine that the same are genuine, enforceable, or appropriate for the
        represented purpose or that they have actually been recorded or that they
        are
        other than what they purport to be on their face.

       

      (d)  The
        Trustee or the Custodian on its behalf will review the Mortgage Files within
        180
        days of the Closing Date and will deliver to the Mortgage Loan Seller, the
        Master Servicer, and if reviewed by the Custodian, the Trustee, a final
        certification substantially in the form of Exhibit Three to the Custodial
        Agreement. If the Trustee or the Custodian on its behalf is unable to deliver
        a
        final certification with respect to the items listed in Exhibit
        1
        due to
        any document that is missing, has not been executed, is unrelated, determined
        on
        the basis of the Mortgagor name, original principal balance and loan number,
        to
        the Mortgage Loans identified in the Mortgage Loan Schedule (a “Material
        Defect”),
        the
        Trustee or the Custodian on its behalf shall notify the Mortgage Loan Seller
        of
        such Material Defect. The Mortgage Loan Seller (on its own behalf as a Mortgage
        Loan Seller) shall correct or cure any such Material Defect within 90 days
        from
        the date of notice from the Trustee of the Material Defect and if the Mortgage
        Loan Seller does not correct or cure such Material Defect within such period
        and
        such defect materially and adversely affects the interests of the
        Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller
        will,
        in accordance with the terms of the Pooling and Servicing Agreement, within
        90
        days of the date of notice, provide the Trustee with a Replacement Mortgage
        Loan
        (if within two years of the Closing Date) or purchase the related Mortgage
        Loan
        at the applicable Purchase Price; provided,
        however,
        that if
        such defect relates solely to the inability of the Mortgage Loan Seller to
        deliver the original security instrument or intervening assignments thereof,
        or
        a certified copy because the originals of such documents, or a certified
        copy,
        have not been returned by the applicable jurisdiction, the Mortgage Loan
        Seller
        shall not be required to purchase such Mortgage Loan if the Mortgage Loan
        Seller
        delivers such original documents or certified copy promptly upon receipt,
        but in
        no event later than 360 days after the Closing Date. The foregoing repurchase
        obligation shall not apply in the event that the Mortgage Loan Seller cannot
        deliver such original or copy of any document submitted for recording to
        the
        appropriate recording office in the applicable jurisdiction because such
        document has not been returned by such office; provided that the Mortgage
        Loan
        Seller shall instead deliver a recording receipt of such recording office
        or, if
        such receipt is not available, a certificate of the Mortgage Loan Seller
        or a
        Servicing Officer confirming that such documents have been accepted for
        recording, and delivery to the Trustee shall be effected by the Mortgage
        Loan
        Seller within thirty days of its receipt of the original recorded
        document.

       

      (e)  At
        the
        time of any substitution, the Mortgage Loan Seller shall deliver or cause
        to be
        delivered the Replacement Mortgage Loan, the related Mortgage File and any
        other
        documents and payments required to be delivered in connection with a
        substitution pursuant to the Pooling and Servicing Agreement. At the time
        of any
        purchase or substitution, the Trustee shall (i) assign the selected Mortgage
        Loan to the Mortgage Loan Seller and shall release or cause the Custodian
        to
        release the documents (including, but not limited to the Mortgage, Mortgage
        Note
        and other contents of the Mortgage File) in the possession of the Trustee
        or the
        Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
        and deliver such instruments of transfer or assignment, in each case without
        recourse, as shall be necessary to vest in the Mortgage Loan Seller title
        to
        such Deleted Mortgage Loan.

       

      SECTION
        6.  Recordation
        of Assignments of Mortgage.

       

      (a)  The
        Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage
        and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee,
        and all unrecorded intervening assignments, if any, delivered on or prior
        to the
        Closing Date, to be recorded in all recording offices in the jurisdictions
        where
        the related Mortgaged Properties are located; provided,
        however,
        the
        Mortgage Loan Seller need not cause to be recorded any assignment which relates
        to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged
        Property is located in any jurisdiction under the laws of which, as evidenced
        by
        an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee
        and
        the Rating Agencies, the recordation of such assignment is not necessary
        to
        protect the Trustee’s interest in the related Mortgage Loan; provided,
        however,
        notwithstanding the delivery of any Opinion of Counsel, each assignment of
        Mortgage shall be submitted for recording by the Mortgage Loan Seller in
        the
        manner described above, at no expense to the Trust Fund or Trustee, upon
        the
        earliest to occur of (i) reasonable direction by the Holders of Certificates
        evidencing Percentage Interests aggregating not less than 25% of the Trust,
        (ii)
        the occurrence of a Company Default, (iii) the occurrence of a bankruptcy,
        insolvency or foreclosure relating to the Mortgage Loan Seller under the
        Pooling
        and Servicing Agreement, (iv) the occurrence of a servicing transfer as
        described in Section 9.05 of the Pooling and Servicing Agreement or an
        assignment of the servicing as described in Section 8.05(b) of the Pooling
        and
        Servicing Agreement or (iv) with respect to any one assignment of Mortgage,
        the
        occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
        under the related Mortgage.

       

      While
        each such Mortgage or assignment is being recorded, if necessary, the Mortgage
        Loan Seller shall leave or cause to be left with the Trustee or the Custodian
        on
        its behalf a certified copy of such Mortgage or assignment. In the event
        that,
        within 180 days of the Closing Date, the Trustee has not been provided with
        an
        Opinion of Counsel as described above or received evidence of recording with
        respect to each Mortgage Loan delivered to the Purchaser pursuant to the
        terms
        hereof or as set forth above and the related Mortgage Loan is not a MOM Loan,
        the failure to provide evidence of recording or such Opinion of Counsel shall
        be
        considered a Material Defect, and the provisions of Section 5(c) and (d)
        shall
        apply. All customary recording fees and reasonable expenses relating to the
        recordation of the assignments of mortgage to the Trustee or the Opinion
        of
        Counsel, as the case may be, shall be borne by the Mortgage Loan
        Seller.

       

      (b)  It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
        be, and be treated as, a sale. It is, further, not the intention of the parties
        that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
        Loan Seller to the Purchaser to secure a debt or other obligation of the
        Mortgage Loan Seller. However, in the event that, notwithstanding the intent
        of
        the parties, the Mortgage Loans are held by a court to continue to be property
        of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed
        to be
        a security agreement within the meaning of Articles 8 and 9 of the applicable
        Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided
        for
        herein shall be deemed to be a grant by the Mortgage Loan Seller to the
        Purchaser of a security interest in all of the Mortgage Loan Seller’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, to the extent the Purchaser
        would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
        to
        Section 4 hereof, including all amounts, other than investment earnings,
        from
        time to time held or invested in any accounts created pursuant to the Pooling
        and Servicing Agreement, whether in the form of cash, instruments, securities
        or
        other property; (c) the possession by the Purchaser or the Trustee (or the
        Custodian on its behalf) of Mortgage Notes and such other items of property
        as
        constitute instruments, money, negotiable documents or chattel paper shall
        be
        deemed to be “possession by the secured party” for purposes of perfecting the
        security interest pursuant to Section 9-305 (or comparable provision) of
        the
        applicable Uniform Commercial Code; and (d) notifications to persons holding
        such property, and acknowledgments, receipts or confirmations from persons
        holding such property, shall be deemed notifications to, or acknowledgments,
        receipts or confirmations from, financial intermediaries, bailees or agents
        (as
        applicable) of the Purchaser for the purpose of perfecting such security
        interest under applicable law. Any assignment of the interest of the Purchaser
        pursuant to any provision hereof or pursuant to the Pooling and Servicing
        Agreement shall also be deemed to be an assignment of any security interest
        created hereby. The Mortgage Loan Seller and the Purchaser shall, to the
        extent
        consistent with this Agreement, take such actions as may be reasonably necessary
        to ensure that, if this Agreement were deemed to create a security interest
        in
        the Mortgage Loans, such security interest would be deemed to be a perfected
        security interest of first priority under applicable law and will be maintained
        as such throughout the term of the Pooling and Servicing Agreement.

       

      SECTION
        7.  Representations
        and Warranties of the Mortgage Loan Seller Concerning the Mortgage
        Loans.
        The
        Mortgage Loan Seller hereby represents and warrants to the Purchaser as of
        the
        Closing Date or such other date as may be specified below with respect to
        each
        Mortgage Loan being sold by it, that:

       

      (a)  The
        information set forth in the Mortgage Loan Schedule hereto is true and correct
        in all material respects.

       

      (b)  Immediately
        prior to the transfer to the Purchaser, the Mortgage Loan Seller was the
        sole
        owner of beneficial title and holder of each Mortgage and Mortgage Note relating
        to the Mortgage Loans and is conveying the same free and clear of any and
        all
        liens, claims, encumbrances, participation interests, equities, pledges,
        charges
        or security interests of any nature and the Mortgage Loan Seller has full
        right
        and authority to sell or assign the same pursuant to this
        Agreement.

       

      (c)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        all
        applicable local, state and federal laws and regulations, including, without
        limitation, usury, equal credit opportunity, disclosure and recording laws
        and
        all applicable predatory, abusive and fair lending laws; and each Mortgage
        Loan
        has been serviced in all material respects in accordance with all applicable
        local, state and federal laws and regulations, including, without limitation,
        usury, equal credit opportunity, disclosure and recording laws and all
        applicable anti-predatory lending laws and the terms of the related Mortgage
        Note, the Mortgage and other loan documents.

       

      (d)  There
        is
        no monetary default existing under any Mortgage or the related Mortgage Note
        and
        there is no material event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, would constitute a default, breach
        or event of acceleration; and neither the Mortgage Loan Seller, any of its
        affiliates nor any servicer of any related Mortgage Loan has taken any action
        to
        waive any default, breach or event of acceleration; and no foreclosure action
        is
        threatened or has been commenced with respect to the Mortgage Loan.

       

      (e)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, (i) if required by
        law
        in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
        the interests of the Trustee on behalf of the Certificateholders.

       

      (f)  No
        selection procedure reasonably believed by the Mortgage Loan Seller to be
        adverse to the interests of the Certificateholders was utilized in selecting
        the
        Mortgage Loans.

       

      (g)  Each
        Mortgage is a valid and enforceable first lien on the property securing the
        related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
        in
        fee simple (except with respect to common areas in the case of condominiums,
        PUDs and de minimis
        PUDs) or
        by leasehold for a term longer than the term of the related Mortgage, subject
        only to (i) the lien of current real property taxes and assessments, (ii)
        covenants, conditions and restrictions, rights of way, easements and other
        matters of public record as of the date of recording of such Mortgage, such
        exceptions being acceptable to mortgage lending institutions generally or
        specifically reflected in the appraisal obtained in connection with the
        origination of the related Mortgage Loan or referred to in the lender’s title
        insurance policy delivered to the originator of the related Mortgage Loan
        and
        (iii) 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 such Mortgage.

       

      (h)  There
        is
        no mechanics’ lien or claim for work, labor or material affecting the premises
        subject to any Mortgage which is or may be a lien prior to, or equal with,
        the
        lien of such Mortgage except those which are insured against by the title
        insurance policy referred to in clause (m) below.

       

      (i)  There
        was
        no delinquent tax or assessment lien against the property subject to any
        Mortgage, except where such lien was being contested in good faith and a
        stay
        had been granted against levying on the property.

       

      (j)  There
        is
        no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
        including the obligation of the Mortgagor to pay the unpaid principal and
        interest on such Mortgage Note.

       

      (k)  The
        physical property subject to any Mortgage is free of material damage and
        is in
        good repair and there is no proceeding pending or threatened for the total
        or
        partial condemnation of any Mortgaged Property.

       

      (l)  The
        Mortgaged Property and all improvements thereon comply with all requirements
        of
        any applicable zoning and subdivision laws and ordinances.

       

      (m)  A
        lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
        assurance of title customary in the relevant jurisdiction therefor in a form
        acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
        Mortgage Loan was created by a title insurance company which, to the best
        of the
        Mortgage Loan Seller’s knowledge, was qualified to do business in the
        jurisdiction where the related Mortgaged Property is located, insuring the
        Mortgage Loan Seller and its successors and assigns that the Mortgage is
        a first
        priority lien on the related Mortgaged Property in the original principal
        amount
        of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under
        such
        lender’s title insurance policy, and such policy, binder or assurance is valid
        and remains in full force and effect, and each such policy, binder or assurance
        shall contain all applicable endorsements including a negative amortization
        endorsement, if applicable.

       

      (n)  At
        the
        time of origination, each Mortgaged Property was the subject of an appraisal
        which conformed to the underwriting requirements of the originator of the
        Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
        Freddie Mac. 

       

      (o)  The
        improvements on each Mortgaged Property securing a Mortgage Loan are insured
        (by
        an insurer which is acceptable to the Mortgage Loan Seller) against loss
        by fire
        and such hazards as are covered under a standard extended coverage endorsement
        in the locale in which the Mortgaged Property is located, in an amount which
        is
        not less than the lesser of the maximum insurable value of the improvements
        securing such Mortgage Loan or the outstanding principal balance of the Mortgage
        Loan, but in no event in an amount less than an amount that is required to
        prevent the Mortgagor from being deemed to be a co-insurer thereunder; if
        the
        improvement on the Mortgaged Property is a condominium unit, it is included
        under the coverage afforded by a blanket policy for the condominium project;
        if
        upon origination of the related Mortgage Loan, the improvements on the Mortgaged
        Property were in an area identified as a federally designated flood area,
        a
        flood insurance policy is in effect in an amount representing coverage not
        less
        than the least of (i) the outstanding principal balance of the Mortgage Loan,
        (ii) the restorable cost of improvements located on such Mortgaged Property
        or
        (iii) the maximum coverage available under federal law; and each Mortgage
        obligates the Mortgagor thereunder to maintain the insurance referred to
        above
        at the Mortgagor’s cost and expense.

       

      (p)  Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
        (7)
        and (9) without reliance on the provisions of Treasury Regulation Section
        1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
        provision that would allow a Mortgage Loan to be treated as a “qualified
        mortgage” notwithstanding its failure to meet the requirements of Section
        860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
        (2),
        (4), (5), (6), (7) and (9).

       

      (q)  None
        of
        the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
        226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
        TILA,
        which implements the Home Ownership and Equity Protection Act of 1994, as
        amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
        Ownership Security Act of 2002 that were originated between November 26,
        2003
        and July 7, 2004), “high risk home” or “predatory” loans under any applicable
        state, federal or local law (or a similarly classified loan using different
        terminology under a law imposing heightened regulatory scrutiny or additional
        legal liability for residential mortgage loans having high interest rates,
        points and/or fees).

       

      (r)  The
        information set forth in Schedule A of the Prospectus Supplement with respect
        to
        the Mortgage Loans
        is true
        and correct in all material respects.

       

      (s)  No
        Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
        are
        defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
        Version 5.7, Appendix E, attached hereto as Exhibit 6) or (b) was originated
        on
        or after October 1, 2002 through March 6, 2003 and is governed by the Georgia
        Fair Lending Act. 

       

      (t)  Each
        Mortgage Loan was originated in accordance with the underwriting guidelines
        of
        the related originator.

       

      (u)  Each
        original Mortgage has been recorded or is in the process of being recorded
        in
        accordance with the requirements of Section 2.01 of the Pooling and Servicing
        Agreement in the appropriate jurisdictions wherein such recordation is required
        to perfect the lien thereof for the benefit of the Trust Fund.

       

      (v)  The
        related Mortgage File contains each of the documents and instruments listed
        in
        Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
        substitutions and qualifications as are set forth in such Section.

       

      (w)  The
        Mortgage Loans are currently being serviced in accordance with accepted
        servicing practices.

       

      (x)  With
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the Mortgage Loan
        Seller and each prepayment penalty
        is
        permitted pursuant to federal, state and local law. In addition, with respect
        to
        each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty
        for a
        term in excess of five years from the date such Mortgage Loan was originated
        and
        (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum
        amount permitted under applicable law and (B) six months interest at the
        related
        Mortgage Interest Rate on the amount prepaid in excess of 20% of the original
        principal balance of such Mortgage Loan.

       

      (y)  If
        any of
        the Mortgage Loans are secured by a leasehold interest, with respect to each
        leasehold interest: the use of leasehold estates for residential properties
        is
        an accepted practice in the area where the related Mortgaged Property is
        located; residential property in such area consisting of leasehold estates
        is
        readily marketable; the lease is recorded and no party is in any way in breach
        of any provision of such lease; the leasehold is in full force and effect
        and is
        not subject to any prior lien or encumbrance by which the leasehold could
        be
        terminated or subject to any charge or penalty; and the remaining term of
        the
        lease does not terminate less than ten years after the maturity date of such
        Mortgage Loan.

       

      (z)  Each
        Mortgage Loan was originated (a) by a savings and loan association, savings
        bank, commercial bank, credit union, insurance company or similar institution
        that is supervised and examined by a federal or state authority, (b) by a
        mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to
        Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
        mortgage broker or correspondent lender in a manner such that the related
        Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended, as having been originated by
        an
        entity described in clauses (a) or (b) above.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 7 will inure to the benefit of the Purchaser, its successors and
        assigns, notwithstanding any restrictive or qualified endorsement on any
        Mortgage Note or assignment of Mortgage or the examination of any Mortgage
        File.
        Upon any substitution for a Mortgage Loan, the representations and warranties
        set forth above shall be deemed to be made by the Mortgage Loan Seller as
        to any
        Replacement Mortgage Loan as of the date of substitution.

       

      Upon
        discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser
        or the
        Trustee of a breach of any representation or warranty of the Mortgage Loan
        Seller set forth in this Section 7 which materially and adversely affects
        the
        value of the interests of the Purchaser, the Certificateholders or the Trustee
        in any of the Mortgage Loans delivered to the Purchaser pursuant to this
        Agreement, the party discovering or receiving notice of such breach shall
        give
        prompt written notice to the others. In the case of any such breach of a
        representation or warranty set forth in this Section 7, within 90 days from
        the
        date of discovery by the Mortgage Loan Seller, or the date the Mortgage Loan
        Seller is notified by the party discovering or receiving notice of such breach
        (whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach
        in all material respects, (ii) purchase the affected Mortgage Loan at the
        applicable Purchase Price or (iii) if within two years of the Closing Date,
        substitute a qualifying Replacement Mortgage Loan in exchange for such Mortgage
        Loan; provided that, (A) in the case of a breach of the representation and
        warranty concerning the Mortgage Loan Schedule contained in clause (a) of
        this
        Section 7, if such breach is material and relates to any field on the Mortgage
        Loan Schedule which identifies any Prepayment Charge or (B) in the case of
        a
        breach of the representation contained in clause (x) of this Section 7, then,
        in
        each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at
        the
        Purchase Price, the Mortgage Loan Seller shall pay the amount of the Prepayment
        Charge (net of any amount previously collected by or paid to the Trust Fund
        in
        respect of such Prepayment Charge) from its own funds and without reimbursement
        therefor, and the Mortgage Loan Seller shall have no obligation to repurchase
        or
        substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller
        to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall
        constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and
        exclusive remedy under this Agreement or otherwise respecting a breach of
        representations or warranties hereunder with respect to the Mortgage Loans,
        except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser
        for such breach as set forth in and limited by Section 14 hereof.

       

      Any
        cause
        of action against the Mortgage Loan Seller or relating to or arising out
        of a
        breach by the Mortgage Loan Seller of any representations and warranties
        made in
        this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of
        such
        breach by the Mortgage Loan Seller or notice thereof by the party discovering
        such breach and (ii) failure by the Mortgage Loan Seller to cure such breach,
        purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage
        Loan
        pursuant to the terms hereof.

       

      SECTION
        8.  Representations
        and Warranties Concerning the Mortgage Loan Seller.
        As of
        the date hereof and as of the Closing Date, the Mortgage Loan Seller represents
        and warrants to the Purchaser as to itself in the capacity indicated as
        follows:

       

      (a)  the
        Mortgage Loan Seller (i) is a corporation duly organized, validly existing
        and
        in good standing under the laws of the State of Delaware and (ii) is qualified
        and in good standing to do business in each jurisdiction where such
        qualification is necessary, except where the failure so to qualify would
        not
        reasonably be expected to have a material adverse effect on the Mortgage
        Loan
        Seller’s business as presently conducted or on the Mortgage Loan Seller’s
        ability to enter into this Agreement or any other Transaction Document to
        which
        it is a party and to consummate the transactions contemplated hereby or
        thereby;

       

      (b)  the
        Mortgage Loan Seller has full power to own its property, to carry on its
        business as presently conducted and to enter into and perform its obligations
        under this Agreement or any other Transaction Document to which it is a
        party;

       

      (c)  the
        execution and delivery by the Mortgage Loan Seller of this Agreement and
        any
        other Transaction Document to which it is a party has been duly authorized
        by
        all necessary action on the part of the Mortgage Loan Seller; and neither
        the
        execution and delivery of this Agreement or any other Transaction Document
        to
        which it is a party, nor the consummation of the transactions herein or therein
        contemplated, nor compliance with the provisions hereof or thereof, will
        conflict with or result in a breach of, or constitute a default under, any
        of
        the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Mortgage Loan Seller or its properties or the charter
        or
        by-laws of the Mortgage Loan Seller, except those conflicts, breaches or
        defaults which would not reasonably be expected to have a material adverse
        effect on the Mortgage Loan Seller’s ability to enter into this Agreement or any
        other Transaction Document to which it is a party and to consummate the
        transactions contemplated hereby or thereby;

       

      (d)  the
        execution, delivery and performance by the Mortgage Loan Seller of this
        Agreement and the consummation of the transactions contemplated hereby do
        not
        require the consent or approval of, the giving of notice to, the registration
        with, or the taking of any other action in respect of, any state, federal
        or
        other governmental authority or agency, except those consents, approvals,
        notices, registrations or other actions as have already been obtained, given
        or
        made and, in connection with the recordation of the Mortgages, powers of
        attorney or assignments of Mortgages not yet completed;

       

      (e)  each
        of
        this Agreement and the other Transaction Document to which it is a party
        has
        been duly executed and delivered by the Mortgage Loan Seller and, assuming
        due
        authorization, execution and delivery by the Purchaser, constitutes a valid
        and
        binding obligation of the Mortgage Loan Seller enforceable against it in
        accordance with its terms (subject to applicable bankruptcy and insolvency
        laws
        and other similar laws affecting the enforcement of the rights of creditors
        generally);

       

      (f)  there
        are
        no actions, suits or proceedings pending or, to the knowledge of the Mortgage
        Loan Seller, threatened against the Mortgage Loan Seller, before or by any
        court, administrative agency, arbitrator or governmental body (i) with respect
        to any of the transactions contemplated by this Agreement or any other
        Transaction Document to which it is a party or (ii) with respect to any other
        matter which in the judgment of the Mortgage Loan Seller could reasonably
        be
        expected to be determined adversely to the Mortgage Loan Seller and will
        if
        determined adversely to the Mortgage Loan Seller materially and adversely
        affect
        the Mortgage Loan Seller’s ability to perform its obligations under this
        Agreement or any other Transaction Document to which it is a party; and the
        Mortgage Loan Seller is not in default with respect to any order of any court,
        administrative agency, arbitrator or governmental body so as to materially
        and
        adversely affect the transactions contemplated by this Agreement;
        and

       

      (g)  the
        Mortgage Loan Seller’s Information (as defined in Section 14(a) hereof) does not
        include any untrue statement of a material fact or omit to state a material
        fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        9.  Representations
        and Warranties Concerning the Purchaser.
        As of
        the date hereof and as of the Closing Date, the Purchaser represents and
        warrants to the Mortgage Loan Seller as follows:

       

      (a)  the
        Purchaser (i) is a limited liability company duly organized, validly existing
        and in good standing under the laws of the State of Delaware and (ii) is
        qualified and in good standing to do business in each jurisdiction where
        such
        qualification is necessary, except where the failure so to qualify would
        not
        reasonably be expected to have a material adverse effect on the Purchaser’s
        business as presently conducted or on the Purchaser’s ability to enter into this
        Agreement or any other Transaction Document to which it is a party and to
        consummate the transactions contemplated hereby or thereby;

       

      (b)  the
        Purchaser has full power to own its property, to carry on its business as
        presently conducted and to enter into and perform its obligations under this
        Agreement or any other Transaction Document to which it is a party;

       

      (c)  the
        execution and delivery by the Purchaser of this Agreement or any other
        Transaction Document to which it is a party has been duly authorized by all
        necessary action on the part of the Purchaser; and neither the execution
        and
        delivery of this Agreement, nor the consummation of the transactions herein
        contemplated, nor compliance with the provisions hereof or thereof, will
        conflict with or result in a breach of, or constitute a default under, any
        of
        the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Purchaser or its properties or the certificate of formation
        or limited liability company agreement of the Purchaser, except those conflicts,
        breaches or defaults which would not reasonably be expected to have a material
        adverse effect on the Purchaser’s ability to enter into this Agreement or any
        other Transaction Document to which it is a party and to consummate the
        transactions contemplated hereby or thereby;

       

      (d)  the
        execution, delivery and performance by the Purchaser of this Agreement and
        the
        consummation of the transactions contemplated hereby do not require the consent
        or approval of, the giving of notice to, the registration with, or the taking
        of
        any other action in respect of, any state, federal or other governmental
        authority or agency, except those consents, approvals, notices, registrations
        or
        other actions as have already been obtained, given or made;

       

      (e)  each
        of
        this Agreement and the other Transaction Documents to which it is a party
        has
        been duly executed and delivered by the Purchaser and, assuming due
        authorization, execution and delivery by the Mortgage Loan Seller, constitutes
        a
        valid and binding obligation of the Purchaser enforceable against it in
        accordance with its terms (subject to applicable bankruptcy and insolvency
        laws
        and other similar laws affecting the enforcement of the rights of creditors
        generally);

       

      (f)  there
        are
        no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
        threatened against the Purchaser, before or by any court, administrative
        agency,
        arbitrator or governmental body (i) with respect to any of the transactions
        contemplated by this Agreement and the other Transaction Documents to which
        it
        is a party or (ii) with respect to any other matter which in the judgment
        of the
        Purchaser will be determined adversely to the Purchaser and will if determined
        adversely to the Purchaser materially and adversely affect the Purchaser’s
        ability to perform its obligations under this Agreement and the other
        Transaction Documents to which it is a party; and the Purchaser is not in
        default with respect to any order of any court, administrative agency,
        arbitrator or governmental body so as to materially and adversely affect
        the
        transactions contemplated by this Agreement and the other Transaction Documents
        to which it is a party; and

       

      (g)  the
        Purchaser’s Information (as defined in Section 14(b) hereof) does not include
        any untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        10.  [Reserved].
        

       

      SECTION
        11.  Conditions
        to Closing.

       

      (a)  The
        obligations of the Purchaser under this Agreement will be subject to the
        satisfaction, on or prior to the Closing Date, of the following conditions:
        

       

      (1)  Each
        of
        the obligations of the Mortgage Loan Seller required to be performed at or
        prior
        to the Closing Date pursuant to the terms of this Agreement shall have been
        duly
        performed and complied with in all material respects; all of the representations
        and warranties of the Mortgage Loan Seller under this Agreement shall be
        true
        and correct as of the date or dates specified in all material respects; and
        no
        event shall have occurred which, with notice or the passage of time, would
        constitute a default under this Agreement or any of the Transaction Documents;
        and the Purchaser shall have received certificates to that effect signed
        by
        authorized officers of the Mortgage Loan Seller.

       

      (2)  The
        Purchaser shall have received all of the following closing documents, in
        such
        forms as are agreed upon and reasonably acceptable to the Purchaser, duly
        executed by all signatories other than the Purchaser as required pursuant
        to the
        respective terms thereof:

       

      (i)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Trustee and the Purchaser, and all documents required thereby duly
        executed by all signatories;

       

      (ii)  A
        certificate of an officer of the
        Mortgage Loan Seller
        dated as
        of the Closing Date, in a form reasonably acceptable to the Purchaser, and
        attached thereto the resolutions of the
        Mortgage Loan Seller
        authorizing the transactions contemplated by this Agreement, together with
        copies of the articles of incorporation, by-laws and certificate of good
        standing of the
        Mortgage Loan Seller;

       

      (iii)  One
        or
        more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
        form and substance reasonably satisfactory to the Purchaser, the Trustee
        and
        each Rating Agency;

       

      (iv)  A
        letter
        from each of the Rating Agencies giving each Class of Certificates set forth
        on
        Schedule A hereto the rating set forth therein; and

       

      (v)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        ratings from each Rating Agency for the Certificates.

       

      (3)  The
        Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
        shall have been issued and sold to Bear Stearns.

       

      (4)  The
        Mortgage Loan Seller shall have furnished to the Purchaser such other
        certificates of its officers or others and such other documents and opinions
        of
        counsel to evidence fulfillment of the conditions set forth in this Agreement
        and the transactions contemplated hereby as the Purchaser and their respective
        counsel may reasonably request.

       

      (b)  The
        obligations of the Mortgage Loan Seller under this Agreement shall be subject
        to
        the satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (1)  The
        obligations of the Purchaser required to be performed by it on or prior to
        the
        Closing Date pursuant to the terms of this Agreement shall have been duly
        performed and complied with in all material respects, and all of the
        representations and warranties of the Purchaser under this Agreement shall
        be
        true and correct in all material respects as of the date hereof and as of
        the
        Closing Date, and no event shall have occurred which would constitute a breach
        by it of the terms of this Agreement or any of the Transaction Documents,
        and
        the Mortgage Loan Seller shall have received a certificate to that effect
        signed
        by an authorized officer of the Purchaser.

       

      (2)  The
        Mortgage Loan Seller shall have received copies of all of the following closing
        documents, in such forms as are agreed upon and reasonably acceptable to
        the
        Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
        Loan Seller as required pursuant to the respective terms thereof:

       

      (i)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Mortgage Loan Seller, and all documents required thereby duly executed
        by
        all signatories;

       

      (ii)  A
        certificate of an officer of the Purchaser dated as of the Closing Date,
        in a
        form reasonably acceptable to the Mortgage Loan Seller, and attached thereto
        the
        written consent of the member of the Purchaser authorizing the transactions
        contemplated by this Agreement and the other Transaction Documents to which
        it
        is a party, together with copies of the Purchaser’s certificate of formation,
        limited liability company agreement, and evidence as to the good standing
        of the
        Purchaser dated as of a recent date;

       

      (iii)  One
        or
        more opinions of counsel from the Purchaser’s counsel in form and substance
        reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies;
        and

       

      (iv)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        rating from each Rating Agency for the Certificates.

       

      SECTION
        12.  Fees
        and Expenses.
        Subject
        to Section 17 hereof, the Mortgage Loan Seller shall pay on the Closing Date
        or
        such later date as may be agreed to by the Purchaser (i) the fees and expenses
        of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of
        the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche
        LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on
        the aggregate original principal amount of the Certificates and the filing
        fee
        of the Commission as in effect on the date on which the Registration Statement
        was declared effective, (iv) the fees and expenses including counsel’s fees and
        expenses in connection with any “blue sky” and legal investment matters, (v) the
        fees and expenses of the Trustee which shall include without limitation the
        fees
        and expenses of the Trustee (and the fees and disbursements of its counsel)
        with
        respect to (A) legal and document review of this Agreement, the Pooling and
        Servicing Agreement, the Certificates and related agreements, (B) attendance
        at
        the Closing and (C) review of the Mortgage Loans to be performed by the Trustee
        or the Custodian on its behalf, (vi) the expenses for printing or otherwise
        reproducing the Certificates, the Prospectus and the Prospectus Supplement,
        (vii) the fees and expenses of each Rating Agency (both initial and ongoing),
        (viii) the fees and expenses relating to the preparation and recordation
        of
        mortgage assignments (including intervening assignments, if any and if
        available, to evidence a complete chain of title from the originator to the
        Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
        to the Opinion of Counsel referred to in Section 6(a) hereof, as the case
        may
        be, and (ix) Mortgage File due diligence expenses and other out-of-pocket
        expenses incurred by the Purchaser in connection with the purchase of the
        Mortgage Loans and by Bear Stearns in connection with the sale of the
        Certificates. The Mortgage Loan Seller additionally agrees to pay directly
        to
        any third party on a timely basis the fees provided for above which are charged
        by such third party and which are billed periodically.

       

      SECTION
        13.  Accountants’
        Letters.

       

      (a)  Deloitte
        & Touche LLP will review the characteristics of a sample of the Mortgage
        Loans described in the Mortgage Loan Schedule and will compare those
        characteristics to the description of the Mortgage Loans contained in the
        Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The
        Mortgage Pool” and in Schedule A thereto. The Mortgage Loan Seller will
        cooperate with the Purchaser in making available all information and taking
        all
        steps reasonably necessary to permit such accountants to complete the review
        and
        to deliver the letters required of them under the Underwriting Agreement.
        Deloitte & Touche LLP will also confirm certain calculations as set forth
        under the caption “Yield, Prepayment and Maturity Considerations” in the
        Prospectus Supplement.

       

      (b)  To
        the
        extent statistical information with respect to the Mortgage Loan Seller’s
        servicing portfolio is included in the Prospectus Supplement under the caption
        “Servicing of the Mortgage Loans—EMC,” a letter from the certified public
        accountant for the Mortgage Loan Seller will be delivered to the Purchaser
        dated
        the date of the Prospectus Supplement, in the form previously agreed to by
        the
        Mortgage Loan Seller and the Purchaser, with respect to such statistical
        information.

       

      SECTION
        14.  Indemnification.

       

      (a)  The
        Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
        its
        directors, officers and controlling persons (as defined in Section 15 of
        the
        Securities Act) from and against any loss, claim, damage or liability or
        action
        in respect thereof, to which they or any of them may become subject, under
        the
        Securities Act or otherwise, insofar as such loss, claim, damage, liability
        or
        action arises out of, or is based upon any untrue statement of a material
        fact
        contained in the Mortgage
        Loan Seller’s Information
        as
        identified in Exhibit
        3,
        the
        omission to state in the Term Sheet Supplement, the Prospectus Supplement
        or
        Prospectus (or any amendment thereof or supplement thereto approved by the
        Mortgage Loan Seller and in which additional Mortgage Loan Seller’s Information
        is identified), in reliance upon and in conformity with Mortgage Loan Seller’s
        Information a material fact required to be stated therein or necessary to
        make
        the statements therein in light of the circumstances in which they were made,
        not misleading; and the Mortgage Loan Seller shall reimburse the Purchaser
        and
        each other indemnified party for any legal and other expenses reasonably
        incurred by them in connection with investigating or defending or preparing
        to
        defend against any such loss, claim, damage, liability or action. 

       

      The
        foregoing indemnity agreement is in addition to any liability which the Mortgage
        Loan Seller otherwise may have to the Purchaser or any other such indemnified
        party.

       

      (b)  The
        Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
        its
        respective directors, officers and controlling persons (as defined in Section
        15
        of the Securities Act) from and against any loss, claim, damage or liability
        or
        action in respect thereof, to which they or any of them may become subject,
        under the Securities Act or otherwise, insofar as such loss, claim, damage,
        liability or action arises out of, or is based upon any untrue statement
        of a
        material fact contained in the Purchaser’s
        Information
        as
        identified in Exhibit
        4,
        the
        omission to state in the Prospectus Supplement or Prospectus (or any amendment
        thereof or supplement thereto approved by the Purchaser and in which additional
        Purchaser’s Information is identified), in reliance upon and in conformity with
        the Purchaser’s Information, a material fact required to be stated therein or
        necessary to make the statements therein in light of the circumstances in
        which
        they were made, not misleading; and the Purchaser shall reimburse the Mortgage
        Loan Seller, and each other indemnified party for any legal and other expenses
        reasonably incurred by them in connection with investigating or defending
        or
        preparing to defend any such loss, claim, damage, liability or action. The
        foregoing indemnity agreement is in addition to any liability which the
        Purchaser otherwise may have to the Mortgage Loan Seller, or any other such
        indemnified party. 

       

      (c)  Promptly
        after receipt by an indemnified party under subsection (a) or (b) above of
        notice of the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against the indemnifying party under
        such
        subsection, notify each party against whom indemnification is to be sought
        in
        writing of the commencement thereof (but the failure so to notify an
        indemnifying party shall not relieve it from any liability which it may have
        under this Section 14 except to the extent that it has been prejudiced in
        any
        material respect by such failure or from any liability which it may have
        otherwise). In case any such action is brought against any indemnified party,
        and it notifies an indemnifying party of the commencement thereof, the
        indemnifying party will be entitled to participate therein and, to the extent
        it
        may elect by written notice delivered to the indemnified party promptly (but,
        in
        any event, within 30 days) after receiving the aforesaid notice from such
        indemnified party, to assume the defense thereof with counsel reasonably
        satisfactory to such indemnified party. Notwithstanding the foregoing, the
        indemnified party or parties shall have the right to employ its or their
        own
        counsel in any such case, but the fees and expenses of such counsel shall
        be at
        the expense of such indemnified party or parties unless (i) the employment
        of
        such counsel shall have been authorized in writing by one of the indemnifying
        parties in connection with the defense of such action, (ii) the indemnifying
        parties shall not have employed counsel to have charge of the defense of
        such
        action within a reasonable time after notice of commencement of the action,
        or
        (iii) such indemnified party or parties shall have reasonably concluded that
        there is a conflict of interest between itself or themselves and the
        indemnifying party in the conduct of the defense of any claim or that the
        interests of the indemnified party or parties are not substantially co-extensive
        with those of the indemnifying party (in which case the indemnifying parties
        shall not have the right to direct the defense of such action on behalf of
        the
        indemnified party or parties), in any of which events such fees and expenses
        shall be borne by the indemnifying parties (provided,
        however,
        that
        the indemnifying party shall be liable only for the fees and expenses of
        one
        counsel in addition to one local counsel in the jurisdiction involved. Anything
        in this subsection to the contrary notwithstanding, an indemnifying party
        shall
        not be liable for any settlement or any claim or action effected without
        its
        written consent; provided,
        however,
        that
        such consent was not unreasonably withheld. 

       

      (d)  If
        the
        indemnification provided for in paragraphs (a) and (b) of this Section 14
        shall
        for any reason be unavailable to an indemnified party in respect of any loss,
        claim, damage or liability, or any action in respect thereof, referred to
        in
        Section 14, then the indemnifying party shall in lieu of indemnifying the
        indemnified party contribute to the amount paid or payable by such indemnified
        party as a result of such loss, claim, damage or liability, or action in
        respect
        thereof, in such proportion as shall be appropriate to reflect the relative
        benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
        on the other from the purchase and sale of the Mortgage Loans, the offering
        of
        the Certificates and the other transactions contemplated hereunder. No person
        found liable for a fraudulent misrepresentation shall be entitled to
        contribution from any person who is not also found liable for such fraudulent
        misrepresentation. 

       

      (e)  The
        parties hereto agree that reliance by an indemnified party on any publicly
        available information or any information or directions furnished by an
        indemnifying party shall not constitute negligence, bad faith or willful
        misconduct by such indemnified party. 

       

      SECTION
        15.  Notices.
        All
        demands, notices and communications hereunder shall be in writing but may
        be
        delivered by facsimile transmission subsequently confirmed in writing. Notices
        to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation,
        2780
        Lake Vista Drive, Lewisville, Texas 75067, (Facsimile: (214) 626-4889),
        Attention: Michelle Viner; and notices to the Purchaser shall be directed
        to
        Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York,
        New
        York 10179, (Telecopy: (212) 272-7206), Attention: Chief Counsel; or to any
        other address as may hereafter be furnished by one party to the other party
        by
        like notice. Any such demand, notice or communication hereunder shall be
        deemed
        to have been received on the date received at the premises of the addressee
        (as
        evidenced, in the case of registered or certified mail, by the date noted
        on the
        return receipt) provided that it is received on a business day during normal
        business hours and, if received after normal business hours, then it shall
        be
        deemed to be received on the next business day.

       

      SECTION
        16.  Transfer
        of Mortgage Loans.
        The
        Purchaser retains the right to assign the Mortgage Loans and any or all of
        its
        interest under this Agreement to the Trustee without the consent of the Mortgage
        Loan Seller, and, upon such assignment, the Trustee shall succeed to the
        applicable rights and obligations of the Purchaser hereunder; provided,
        however,
        the
        Purchaser shall remain entitled to the benefits set forth in Sections 12,
        14 and
        18 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
        the
        sole and exclusive right and remedy of the Trustee with respect to a breach
        of
        representation or warranty of the Mortgage Loan Seller shall be the cure,
        purchase or substitution obligations of the Mortgage Loan Seller contained
        in
        Sections 5 and 7 hereof.

       

      SECTION
        17.  Termination.
        This
        Agreement may be terminated (a) by the mutual consent of the parties hereto
        prior to the Closing Date, (b) by the Purchaser, if the conditions to the
        Purchaser’s obligation to close set forth under Section 11(a) hereof are not
        fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
        Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
        forth under Section 11(b) hereof are not fulfilled as and when required to
        be
        fulfilled. In the event of termination pursuant to clause (b), the Mortgage
        Loan
        Seller shall pay, and in the event of termination pursuant to clause (c),
        the
        Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
        other
        in connection with the transactions contemplated by this Agreement. In the
        event
        of a termination pursuant to clause (a), each party shall be responsible
        for its
        own expenses.

       

      SECTION
        18.  Representations,
        Warranties and Agreements to Survive Delivery.
        All
        representations, warranties and agreements contained in this Agreement, or
        contained in certificates of officers of the Mortgage Loan Seller submitted
        pursuant hereto, shall remain operative and in full force and effect and
        shall
        survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
        to
        the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
        the Mortgage Loan Seller’s representations and warranties contained herein with
        respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans
        actually delivered to the Purchaser and included in the Mortgage Loan Schedule
        and any Replacement Mortgage Loan. 

       

      SECTION
        19.  Severability.
        If any
        provision of this Agreement shall be prohibited or invalid under applicable
        law,
        this Agreement shall be ineffective only to such extent, without invalidating
        the remainder of this Agreement.

       

      SECTION
        20.  Counterparts.
        This
        Agreement may be executed in counterparts, each of which will be an original,
        but which together shall constitute one and the same agreement.

       

      SECTION
        21.  Amendment.
        This
        Agreement cannot be amended or modified in any manner without the prior written
        consent of each party.

       

      SECTION
        22.  GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
        OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

       

      SECTION
        23.  Further
        Assurances.
        Each of
        the parties agrees to execute and deliver such instruments and take such
        actions
        as another party may, from time to time, reasonably request in order to
        effectuate the purpose and to carry out the terms of this Agreement including
        any amendments hereto which may be required by either Rating
        Agency.

       

      SECTION
        24.  Successors
        and Assigns.

       

      (a)  This
        Agreement shall bind and inure to the benefit of and be enforceable by the
        Mortgage Loan Seller and the Purchaser and their permitted successors and
        assigns and, to the extent specified in Section 14 hereof, Bear Stearns,
        and
        their directors, officers and controlling persons (within the meaning of
        federal
        securities laws). The Mortgage Loan Seller acknowledges and agrees that the
        Purchaser may assign its rights under this Agreement (including, without
        limitation, with respect to the Mortgage Loan Seller’s representations and
        warranties respecting the Mortgage Loans) to the Trustee. Any person into
        which
        the Mortgage Loan Seller may be merged or consolidated (or any person resulting
        from any merger or consolidation involving the Mortgage Loan Seller), any
        person
        resulting from a change in form of the Mortgage Loan Seller or any person
        succeeding to the business of the Mortgage Loan Seller, shall be considered
        the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
        party hereto without the execution or filing of any paper or any further
        act or
        consent on the part of any party hereto. Except as provided in the two preceding
        sentences, this Agreement cannot be assigned, pledged or hypothecated by
        either
        party hereto without the written consent of the other parties to this Agreement
        and any such assignment or purported assignment shall be deemed null and
        void.

       

      SECTION
        25.  The
        Mortgage Loan Seller.
        The
        Mortgage Loan Seller will keep in full force and effect its existence, all
        rights and franchises as a corporation under the laws of the State of its
        incorporation and will obtain and preserve its qualification to do business
        as a
        foreign corporation in each jurisdiction in which such qualification is
        necessary to perform its obligations under this Agreement. 

       

      SECTION
        26.  Entire
        Agreement.
        This
        Agreement contains the entire agreement and understanding between the parties
        with respect to the subject matter hereof, and supersedes all prior and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof.

       

      SECTION
        27.  No
        Partnership.
        Nothing
        herein contained shall be deemed or construed to create a partnership or
        joint
        venture between the parties hereto.

       

      ________________

        * Please
          contact Bear Stearns for pricing information.

      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective duly authorized officers as of the date first above
        written.

       

      
         

        
          
             

            
              	 	 	 
	 	EMC
                      MORTGAGE
                      CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                      Name:  

                    	 
	 	Title:	 


            

          

           

          
             

            
              
                
                  	 	 	 
	 	
                          BEAR
                            STEARNS ASSET BACKED

                          SECURITIES
                            I LLC

                        
	 
 	 
 	 
 
	 	By:  	 
	 	
                          Name:  

                        	 
	 	Title:	 


                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        1

      CONTENTS
        OF MORTGAGE FILE

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        or its
        designee, and which shall be delivered to the Purchaser or its designee pursuant
        to the terms of this Agreement.

       

      (i)  The
        original Mortgage Note, including any riders thereto, endorsed without recourse
        to the order of “Wells Fargo Bank, National Association”, as Trustee for
        certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed
        Certificates, Series 2007-AC3,” or to blank and showing to the extent available
        to the Mortgage Loan Seller an unbroken chain of endorsements from the original
        payee thereof to the Person endorsing it to the Trustee;

       

      (ii)  the
        original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
        the
        presence of the MIN and language indicating that such Mortgage Loan is a
        MOM
        Loan, which shall have been recorded (or, for Mortgage Loans other than the
        EMC
        Flow Loans, if the original is not available, a copy), with evidence of such
        recording indicated thereon (or if clause (x) in the proviso below applies,
        shall be in recordable form);

       

      (iii)  unless
        the Mortgage Loan is a MOM Loan, the assignment (either an original or a
        copy,
        which may be in the form of a blanket assignment if permitted in the
        jurisdiction in which the Mortgaged Property is located) to the Trustee of
        the
        Mortgage with respect to each Mortgage Loan in the name of “Wells Fargo Bank,
        National Association”, as Trustee for certificateholders of Bear Stearns Asset
        Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC3,” which shall
        have been recorded (or if clause (x) in the proviso below applies, shall
        be in
        recordable form);

       

      (iv)  an
        original or a copy of all intervening assignments of the Mortgage, if any,
        to
        the extent available to the Mortgage Loan Seller, with evidence of recording
        thereon;

       

      (v)  the
        original policy of title insurance or mortgagee’s certificate of title insurance
        or commitment or binder for title insurance, if available, or a copy thereof,
        or, in the event that such original title insurance policy is unavailable,
        a
        photocopy thereof, or in lieu thereof, a current lien search on the related
        Mortgaged Property and

       

      (vi)  originals
        or copies of all available assumption, modification or substitution agreements,
        if any;

       

      provided,
        however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver
        the
        following documents, under the circumstances set forth below: (x) if any
        Mortgage, assignment thereof to the Trustee or intervening assignments thereof
        have been delivered or are being delivered to recording offices for recording
        and have not been returned in time to permit their delivery as specified
        above,
        the Purchaser may deliver a true copy thereof with a certification by the
        Mortgage Loan Seller or the title company issuing the commitment for title
        insurance, on the face of such copy, substantially as follows: “Certified to be
        a true and correct copy of the original”; and (y) in lieu of the Mortgage Notes
        relating to the Mortgage Loans identified in the list set forth in Exhibit
        I to
        the Pooling and Servicing Agreement, the Purchaser may deliver a lost note
        affidavit and indemnity and a copy of the original note, if available; and
        provided, further, however, that in the case of Mortgage Loans which have
        been
        prepaid in full after the Cut-off Date and prior to the Closing Date, the
        Purchaser, in lieu of delivering the above documents, may deliver to the
        Trustee
        and its Custodian a certification of a Servicing Officer to such effect and
        in
        such case shall deposit all amounts paid in respect of such Mortgage Loans,
        in
        the Master Servicer Collection Account or in the Distribution Account on
        the
        Closing Date. In the case of the documents referred to in clause (x) above,
        the
        Purchaser shall deliver such documents to the Trustee or its Custodian promptly
        after they are received. The Mortgage Loan Seller shall cause, at its expense,
        the Mortgage and intervening assignments, if any, and to the extent required
        in
        accordance with the foregoing, the assignment of the Mortgage to the Trustee
        to
        be submitted for recording promptly after the Closing Date; provided that
        the
        Mortgage Loan Seller need not cause to be recorded any assignment (a) in
        any
        jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
        addressed to the Trustee delivered by the Mortgage Loan Seller to the Trustee
        and the Rating Agencies, the recordation of such assignment is not necessary
        to
        protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is
        identified on the Mortgage or on a properly recorded assignment of the Mortgage
        as mortgagee of record solely as nominee for the Mortgage Loan Seller and
        its
        successors and assigns. In the event that the Mortgage Loan Seller the Purchaser
        or the Master Servicer gives written notice to the Trustee that a court has
        recharacterized the sale of the Mortgage Loans as a financing, the Mortgage
        Loan
        Seller shall submit or cause to be submitted for recording as specified above
        or, should the Mortgage Loan Seller fail to perform such obligations, the
        Master
        Servicer shall cause each such previously unrecorded assignment to be submitted
        for recording as specified above at the expense of the Trust. In the event
        a
        Mortgage File is released to the Company or the related Servicer as a result
        of
        such Person having completed a Request for Release, the Custodian shall,
        if not
        so completed, complete the assignment of the related Mortgage in the manner
        specified in clause (iii) above.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        2

      MORTGAGE
        LOAN SCHEDULE INFORMATION

       

      The
        Mortgage Loan Schedules shall set forth the following information with respect
        to each Mortgage Loan:

       

      (a)  the
        city,
        state and zip code of the Mortgaged Property; 

      (b)  the
        property type;

      (c)  the
        Mortgage Interest Rate;

      (d)  the
        Servicing Fee Rate;

      (e)  the
        Master Servicer’s Fee Rate;

      (f)  the
        LPMI
        Fee, if applicable;

      (g)  the
        Trustee Fee Rate, if applicable;

      (h)  the
        Net
        Rate;

      (i)  the
        maturity date;

      (j)  the
        stated original term to maturity;

      (k)  the
        stated remaining term to maturity;

      (l)  the
        original Principal Balance;

      (m)  the
        first
        payment date;

      (n)  the
        principal and interest payment in effect as of the Cut-off Date;

      (o)  the
        unpaid Principal Balance as of the Cut-off Date;

      (p)  the
        Loan-to-Value Ratio at origination;

      (q)  the
        insurer of any Primary Mortgage Insurance Policy;

      (r)  the
        MIN
        with respect to each MOM Loan;

      (s)  the
        Gross
        Margin, if applicable;

      (t)  the
        next
        Adjustment Date, if applicable;

      (u)  the
        Maximum Lifetime Mortgage Rate, if applicable;

      (v)  the
        Minimum Lifetime Mortgage Rate, if applicable;

      (w)  the
        Periodic Rate Cap, if applicable; 

      (x)  the
        Loan
        Group, if applicable;

      (y)  a
        code
        indicating whether the Mortgage Loan is negatively amortizing;

      (z)    
         which
        Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
        five, seven or ten years or any other period; 

      (aa)  
          the
        Prepayment Charge, if any;

      (bb)    lien
        position (e.g., first lien or second lien);

      (cc)  
         a
        code
        indicating whether the Mortgage Loan is has a balloon payment;

      (dd)  
         a
        code
        indicating whether the Mortgage Loan is an interest-only loan; 

      (ee)  
          the
        interest-only term, if applicable;

      (ff)      the
        Mortgage Loan Seller; and

      (gg)  
         the
        original amortization term.

      


      Such
        schedule also shall set forth for all of the Mortgage Loans, the total number
        of
        Mortgage Loans, the total of each of the amounts described under (n) and
        (o)
        above, the weighted average by principal balance as of the Cut-off Date of
        each
        of the rates described under (c) through (h) above, and the weighted average
        remaining term to maturity by unpaid principal balance as of the Cut-off
        Date.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

 

      EXHIBIT
        3

      MORTGAGE
        LOAN SELLER’S INFORMATION

       

      All
        information in the Prospectus Supplement described under the following captions:
        “SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
        A - Mortgage Loan Statistical Data.”

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      




      EXHIBIT
        4

      PURCHASER’S
        INFORMATION

       

      All
        information in the Prospectus Supplement and the Prospectus, except the Mortgage
        Loan Seller’s Information.

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      





      EXHIBIT
        5

      SCHEDULE
        OF LOST NOTES

       

      Available
        Upon Request

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        6

       

      REVISED
        October 20, 2006

       

      


      APPENDIX
        E - Standard & Poor’s Predatory Lending Categories

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set
        forth in
        those laws. Note that certain loans classified by the relevant statute as
        Covered are included in Standard & Poor’s High Cost Loan Category because
        they included thresholds and tests that are typical of what is generally
        considered High Cost by the industry.

       

      

        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Arkansas

                	
                  Arkansas
                    Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                  Effective
                    July 16, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Cleveland
                    Heights, OH

                	
                  Ordinance
                    No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                  Effective
                    June 2, 2003

                	
                  Covered
                    Loan

                
	
                  Colorado

                	
                  Consumer
                    Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                  Effective
                    for covered loans offered or entered into on or after January
                    1, 2003.
                    Other provisions of the Act took effect on June 7, 2002

                	
                  Covered
                    Loan

                
	
                  Connecticut

                	
                  Connecticut
                    Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                    et seq.

                  Effective
                    October 1, 2001 

                	
                  High
                    Cost Home Loan

                
	
                  District
                    of Columbia

                	
                  Home
                    Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                  Effective
                    for loans closed on or after January 28, 2003

                	
                  Covered
                    Loan

                
	
                  Florida

                	
                  Fair
                    Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                  Effective
                    October 2, 2002

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                    Effective October 1, 2002 - March 6, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    as amended (Mar. 7, 2003 - current)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    for loans closed on or after March 7, 2003 

                	
                  High
                    Cost Home Loan

                
	
                  HOEPA
                    Section 32

                	
                  Home
                    Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                    §§ 226.32 and 226.34

                  Effective
                    October 1, 1995, amendments October 1, 2002

                	
                  High
                    Cost Loan

                
	
                  Illinois

                	
                  High
                    Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                  Effective
                    January 1, 2004 (prior to this date, regulations under Residential
                    Mortgage License Act effective from May 14, 2001)

                	
                  High
                    Risk Home Loan

                
	
                  Indiana

                	
                  Indiana
                    Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

                  Effective
                    January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                    

                	
                  High
                    Cost Home Loans 

                
	
                  Kansas

                	
                  Consumer
                    Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                  Sections
                    16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                    16a-3-308a became effective July 1, 1999

                	
                  High
                    Loan to Value Consumer Loan (id. § 16a-3-207) and;

                
	
                  High
                    APR Consumer Loan (id.
                    §16a-3-308a)

                
	
                  Kentucky

                	
                  2003
                    KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                    et seq.
                    

                  Effective
                    June 24, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Maine

                	
                  Truth
                    in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                  Effective
                    September 29, 1995 and as amended from time to time

                	
                  High
                    Rate High Fee Mortgage

                
	
                  Massachusetts

                	
                  Part
                    40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                    and 209 C.M.R. §§ 40.01 et seq.

                  Effective
                    March 22, 2001 and amended from time to time

                	
                  High
                    Cost Home Loan

                
	
                  Nevada

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                  Effective
                    October 1, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  High
                    Cost Home Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004 

                	
                  High
                    Cost Home Loan

                
	
                  New
                    York

                	
                  N.Y.
                    Banking Law Article 6-l

                  Effective
                    for applications made on or after April 1, 2003

                	
                  High
                    Cost Home Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of credit)
                    

                	
                  High
                    Cost Home Loan

                
	
                  Ohio

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et seq.

                  Effective
                    May 24, 2002 

                	
                  Covered
                    Loan

                
	
                  Oklahoma

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A)

                  Effective
                    July 1, 2000; amended effective January 1, 2004

                	
                  Subsection
                    10 Mortgage

                
	
                  Rhode
                    Island

                	
                  Rhode
                    Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.

                  Effective
                    December 31, 2006. 

                	
                  High
                    Cost Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  High
                    Cost Home Loan

                
	
                  Tennessee

                	
                  Tennessee
                    Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.

                  Effective
                    January 1, 2007.

                	
                  High
                    Cost Home Loan

                
	
                  West
                    Virginia

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et seq.

                  Effective
                    June 5, 2002

                	
                  West
                    Virginia Mortgage Loan Act
                    Loan

                


        

      

      


      

        
          	
                  Standard
                    & Poor’s Covered Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Covered
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    November 27, 2003 - July 5, 2004

                	
                  Covered
                    Home Loan

                


        

      

      


      

        
          	
                  Standard
                    & Poor’s Home Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004 

                	
                  Home
                    Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  Consumer
                    Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  Consumer
                    Home Loan

                


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      SCHEDULE
        A

      


      REQUIRED
        RATINGS FOR EACH CLASS OF CERTIFICATES

       

      Public
        Certificates

      


      
        	
                Class

              	 	
                S&P

              	 	
                Moody’s

              
	
                A-1

              	 	
                AAA

              	 	
                Aaa

              
	
                A-2

              	 	
                AAA

              	 	
                Aaa

              
	
                M-1

              	 	
                AA

              	 	
                Aa2

              
	
                M-2

              	 	
                A+

              	 	
                A1

              
	
                M-3

              	 	
                A

              	 	
                A2

              
	
                M-4

              	 	
                A-

              	 	
                A3

              
	
                B-1

              	 	
                BBB+

              	 	
                Baa1

              
	
                B-2

              	 	
                BBB

              	 	
                Baa2

              
	
                B-3

              	 	
                BBB-

              	 	
                Baa3

              
	 	 	 	 	 


      

      None
        of
        the above ratings has been lowered, qualified or withdrawn since the dates
        of
        issuance of such ratings by the Rating Agencies.

       

      Private
        Certificates

      


      
        	
                Class

              	 	
                S&P

              	 	
                Moody’s

              
	
                B-4

              	 	
                BB

              	 	
                Ba2

              
	
                C

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                P

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                R-1

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                R-2

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                R-3

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                RX

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        M

      


      Class
        A-1
        Corridor Contract

      


       

      
        	
                


              	
                BEAR
                  STEARNS FINANCIAL PRODUCTS INC.

                383
                  MADISON AVENUE

                NEW
                  YORK, NEW YORK 10179

                212-272-4009

              


      

      
 

       

      
        
          	
                  DATE:

                	
                  March
                    30, 2007

                
	
                   

                	 
	
                  TO:

                	
                  Wells
                    Fargo Bank, N.A., not in its individual capacity, but solely
                    as Trustee on
                    behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
                    Asset-Backed Certificates, Series 2007-AC3

                
	
                  ATTENTION:

                	
                  Client
                    Manager, BSABS 2007-AC3

                
	
                  TELEPHONE:

                	
                  410-884-2000

                
	
                  FACSIMILE:

                	
                  410-915-2380

                
	 	 
	 	 
	
                  FROM:

                	
                  Derivatives
                    Documentation

                
	
                  TELEPHONE:

                	
                  212-272-2711
                    

                
	
                  FACSIMILE:
                    

                	
                  212-272-9857
                    

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation and Agreement 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  FXNEC9345

                


        

      

       

      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
        Bear Stearns Financial Products Inc. (“Party
        A”) and
        Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Trustee on
        behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 (“Party
        B”).
        Reference is hereby made to the Pooling and Servicing Agreement, dated as
        of
        March 1, 2007, among EMC Mortgage Corporation as seller, as master servicer,
        and
        as company, Bear Stearns Asset Backed Securities I LLC, as depositor, and
        Wells
        Fargo Bank, N.A., as trustee (the “Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      


      
        	1.  	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                  and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject
                  to New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in a Schedule to the ISDA Master Agreement; each reference herein
        to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
        Support Annex.

      


      2.           
         The
        terms
        of the particular Transaction to which this Confirmation relates are as
        follows:

      

        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the lesser of (i) the amount
                    set forth
                    for such period on Schedule I attached hereto and (ii) the aggregate
                    Certificate Principal Balance of the Class A-1 Certificates immediately
                    preceding the Distribution Date which occurs in the calendar
                    month of the
                    Floating Rate Payer Payment Date for such Calculation Period
                    (determined
                    for this purpose without regard to any adjustment of the Floating
                    Rate
                    Payer Payment Date or Distribution Date relating to business
                    days).

                
	 	 
	
                  Trade
                    Date:

                	
                  March
                    8, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  April
                    25, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  March
                    25, 2017

                
	 	 
	
                  Fixed
                    Amount:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Date:

                	
                  March
                    30, 2007

                
	 	 
	
                  Fixed
                    Amount:

                	
                  USD
                    1,665,000

                
	 	 
	
                  Floating
                    Amounts:

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	
                   

                	 
	
                  Cap
                    Rate:

                	
                  6.10000%

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th calendar day of each month during the Term of this Transaction,
                    commencing May 25, 2007 and ending on the Termination Date, with
                    No
                    Adjustment.

                
	 	 
	
                  Floating
                    Rate Payer 

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable. The Floating Rate Payer Payment
                    Date shall be
                    two Business Days prior to each Floating Rate Payer Period End
                    Date.

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA,
                    provided, however, that if the Floating Rate determined from
                    such Floating
                    Rate Option for any Calculation Period is greater than 9.10000%
                    then the
                    Floating Rate for such Calculation Period shall be deemed to
                    be
                    9.10000%.

                
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Floating
                    Rate Day 

                	 
	
                  Count
                    Fraction:

                	
                  30/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period.

                
	
                   

                	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Business
                    Day 

                	 
	
                  Convention:

                	
                  Following

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                


        



      


      


      
        	
                3.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      (a)        
         “Specified
        Entity”
        will not
        apply to Party A or Party B for any purpose. 

      


      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	(i)  	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or in Paragraph 7, any failure by Party A to
                  comply
                  with or perform any obligation to be complied with or performed
                  by Party A
                  under the Credit Support Annex shall not constitute an Event of
                  Default
                  under Section 5(a)(i) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b); provided,
                  however, that notwithstanding anything to the contrary in Section
                  5(a)(iii)(1), any failure by Party A to comply with or perform
                  any
                  obligation to be complied with or performed by Party A under the
                  Credit
                  Support Annex shall not constitute an Event of Default under Section
                  5(a)(iii) unless (A) a Required Ratings Downgrade Event has occurred
                  and
                  been continuing for 30 or more Local Business Days and (B) such
                  failure is
                  not remedied on or before the third Local Business Day after notice
                  of
                  such failure is given to Party A.

              


      

      


      
        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14.

      


      “Threshold
        Amount” means USD 100,000,000.

      


      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)           Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      (i)        
           The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and will apply
                  to
                  Party B. 

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      (f)          
          Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      
        	(i)  	
                The
                  Second Method will apply.

              


      

      


      
        	(ii)  	
                Market
                  Quotation will apply, provided, however, that, if Party A is the
                  Defaulting Party or the sole Affected Party, the following provisions
                  will
                  apply:

              


      

      


      
        	 	
                (A)

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the following:


              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) for an amount that would be paid to Party B (expressed as a negative
        number)
        or by Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (2) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation or occurrence of the relevant Early Termination Date. The day
        and
        time as of which those Firm Offers are to be provided (the “bid time”) will be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If at least one Firm Offer from an Approved Replacement (which, if
        accepted, would determine the Market Quotation) is provided at the bid time,
        the
        Market Quotation will be the Firm Offer (among such Firm Offers as specified
        in
        clause (C) below) actually accepted by Party B no later than the Business
        Day
        immediately preceding the Early Termination Date. If no Firm Offer from an
        Approved Replacement (which, if accepted, would determine the Market Quotation)
        is provided at the bid time, it will be deemed that the Market Quotation
        in
        respect of such Terminated Transaction or group of Transactions cannot be
        determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at the bid time,
                  Party B
                  shall accept the Firm Offer (among such Firm Offers) which would
                  require
                  either (x) the lowest payment by Party B to the Reference Market-maker,
                  to
                  the extent Party B would be required to make a payment to the Reference
                  Market-maker or (y) the highest payment from the Reference Market-maker
                  to
                  Party B, to the extent the Reference Market-maker would be required
                  to
                  make a payment to Party B. If only one Firm Offer from an Approved
                  Replacement (which, if accepted, would determine the Market Quotation)
                  is
                  provided at the bid time, Party B shall accept such Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

      


      
        	 	
                (E)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”


      


      (g)         
         “Termination
        Currency”
        means
        USD.

      


      (h)         
          Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      Part
        2.    Tax
        Matters.

      


      (a)         
         Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)        
         Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (1)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (2)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (3)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

      
        	 	 	 


      

      (B)         
         Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)            Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)        
         Party
        A
        makes the following representation(s):

      


      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

      
        	 	 	 


      

      (B)         
         Party
        B
        makes the following representation(s):

      


      None.

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                  this Agreement, all Taxes in relation to payments by Party A shall
                  be
                  Indemnifiable Taxes (including any Tax imposed in relation to a
                  Credit
                  Support Document or in relation to any payment thereunder) unless
                  (i) such
                  Taxes are assessed directly against Party B and not by deduction
                  or
                  withholding by Party A or (ii) arise as a result of a Change in
                  Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      Part
        3.    Agreement
        to Deliver Documents.  

      


      (a)          
         For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

       

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              
	 	 	 
	
                Party
                  A

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

              
	 	 	 
	
                Party
                  B

              	
                (i)
                  An original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by the initial beneficial owner of payments
                  to
                  Party B that eliminates U.S. federal withholding and backup withholding
                  Tax on payments to Party B under this Agreement, and (ii) thereafter,
                  the
                  appropriate tax certification form (i.e., IRS Form W-9 or IRS Form
                  W-8BEN,
                  W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form
                  thereto))
                  with respect to any payments received or to be received by the
                  beneficial
                  owner of payments to Party B under this Agreement from time to
                  time.
                  

              	
                (i)
                  On or before the first payment date under this Agreement, including
                  any
                  Credit Support Document, (ii) in the case of a tax certification
                  form
                  other than a Form W-9, before December 31 of each third succeeding
                  calendar year, (iii)promptly upon the reasonable demand by Party
                  B, (iv)
                  prior to the expiration or obsolescence of any previously delivered
                  form,
                  and (v) promptly upon the receipt of actual knowledge by the Trustee
                  information on any such previously delivered form becoming inaccurate
                  or
                  incorrect.

              


      

      


      (b)         
         For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              
	 	 	 	 
	
                Party
                  B

              	
                An
                  executed copy of the Pooling and Servicing Agreement

              	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	
                No

              


      

      


      Part
        4.    Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A:

       

      Address: 
         383
        Madison Avenue, New York, New York 10179

      Attention: DPC
        Manager 

      Facsimile:
         (212)
        272-5823

      


      with
        a
        copy to:

      


      Address: 
         One
        Metrotech Center North, Brooklyn, New York 11201

      Attention: Derivative
        Operations 7th Floor

      Facsimile:
         (212)
        272-1634

      


      (For
        all
        purposes)

      


      


      


      Address
        for notices or communications to Party B:

      


      Address:              
        Wells
        Fargo Bank, N.A.

      
        	 	 	 	
                9062
                  Old Annapolis Road

              


      

      
        	 	 	 	
                Columbia,
                  Maryland 21045

              


      

      Attention:             Client
        Manager, BSABS 2007-AC3

      Facsimile:            
         (410)
        715-2380

      
        	 	
                Phone:

              	 	
                (410)
                  884-2000

              


      

      


      (For
        all
        purposes)

      


      (b)         
         Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

      


      (f)          
         Credit
        Support Document. 

       

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      Party
        B:                
 The
        Credit Support Annex.

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B: None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.
                  Party A and Party B shall be deemed to have no Affiliates for purposes
                  of
                  this Agreement, including for purposes of Section
                  6(b)(ii).

              


      

      
 

      Part
        5.   Others
        Provisions.

      


      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      (b)        
         Amendments
        to ISDA Master Agreement.

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                [Reserved.]
                  

              


      

      


      
        	 	
                (iii)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction, (ii) it has consulted with its own
                  legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party, (iii) it is not relying on any communication
                  (written or oral) of the other party as investment advice or as
                  a
                  recommendation to enter into this Transaction; it being understood
                  that
                  information and explanations related to the terms and conditions
                  of this
                  Transaction shall not be considered investment advice or a recommendation
                  to enter into this Transaction, and (iv) it has not received from
                  the
                  other party any assurance or guaranty as to the expected results
                  of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) it understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

      


      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) deleting the last paragraph thereof and inserting the
                  following
                  in lieu thereof:

              


      

      


      “Notwithstanding
        anything to the contrary in Section 7 (as amended herein) and Part 5(f),
        any
        transfer by Party A under this Section 6(b)(ii) shall not require the consent
        of
        Party B for such transfer if the following conditions are satisfied:


      


      
        	 	
                (1)

              	
                the
                  transferee (the “Section 6 Transferee”) is an Eligible
                  Replacement;

              


      

      


      
        	 	
                (2)

              	
                if
                  the Section 6 Transferee is domiciled in a different country or
                  political
                  subdivision thereof from both Party A and Party B, such transfer
                  satisfies
                  the Rating Agency Condition;

              


      

      


      
        	 	
                (3)

              	
                the
                  Section 6 Transferee will not, as a result of such transfer, be
                  required
                  on the next succeeding Scheduled Payment Date to withhold or deduct
                  on
                  account of any Tax (except in respect of default interest) amounts
                  in
                  excess of that which Party A would, on the next succeeding Scheduled
                  Payment Date have been required to so withhold or deduct unless
                  the
                  Section 6 Transferee would be required to make additional payments
                  pursuant to Section 2(d)(i)(4) corresponding to such excess;
                  

              


      

      


      
        	 	
                (4)

              	
                a
                  Termination Event or Event of Default does not occur as a result
                  of such
                  transfer; and

              


      

      


      
        	 	
                (5)

              	
                the
                  Section 6 Transferee confirms in writing that it will accept all
                  of the
                  interests and obligations in and under this Agreement which are
                  to be
                  transferred to it in accordance with the terms of this
                  provision.”

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      (i)       
        S&P
        First Level Downgrade.
        If an
        S&P Approved Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(1), within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (ii)      
        Moody’s
        First Rating Trigger Collateral.
        If (A)
        it is not the case that a Moody’s Second Trigger Ratings Event has occurred and
        been continuing for 30 or more Local Business Days and (B) Party
        A
        has failed to comply with or perform any obligation to be complied with or
        performed by Party A in accordance with the Credit Support Annex, then an
        Additional Termination Event shall have occurred with respect to Party A,
        Party
        A shall be the sole Affected Party with respect to such Additional Termination
        Event and all Transactions hereunder shall be Affected Transactions.


      


      (iii)    
        S&P
        Second Level Downgrade.
        If an
        S&P Required Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(2) within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (iv)    
        Moody’s
        Second Rating Trigger Replacement.
        If (A) a
        Moody’s Second Trigger Ratings Event has occurred and been continuing for 30 or
        more Local Business Days and (B) (i) at least one Eligible Replacement has
        made
        a Firm Offer to be the transferee of all of Party A’s rights and obligations
        under this Agreement (and such Firm Offer remains an offer that will become
        legally binding upon such Eligible Replacement upon acceptance by the offeree)
        and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
        Guarantee (and such Firm Offer remains an offer that will become legally
        binding
        upon such Eligible Guarantor immediately upon acceptance by the offeree),
        then
        an Additional Termination Event shall have occurred with respect to Party
        A,
        Party A shall be the sole Affected Party with respect to such Additional
        Termination Event and all Transactions hereunder shall be Affected Transactions.
        

      


      (v)     
        Amendment
        of the Pooling and Servicing Agreement.
        If,
        without the prior written consent of Party A, where such consent is
        required under the Pooling and Servicing Agreement (such consent not to be
        unreasonably withheld, conditioned or delayed), an amendment or modification
        is
        made to the Pooling and Servicing Agreement which amendment or modification
        could reasonably be expected to have a material adverse effect on the rights
        and
        interests of Party A under the Credit Support Annex, an Additional
        Termination Event shall have occurred with respect to Party B, Party B shall
        be
        the sole Affected Party and all Transactions hereunder shall be Affected
        Transactions.. 

      


      (vi)     
        Failure
        to Comply with Regulation AB Requirements.
        If, upon
        the occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
        Party
        A has not complied with any of the provisions set forth in clause (iii) of
        Part
        5(e) below, then an Additional Termination Event shall have occurred with
        respect to Party A and Party A shall be the sole Affected Party with respect
        to
        such Additional Termination Event.

      


      (vii)    
        Optional
        Termination of Securitization. An Additional Termination Event shall occur
        upon
        the notice to Certificateholders of an Optional Termination becoming
        unrescindable in accordance with Article XI of the Pooling and Servicing
        Agreement. Party B shall be the sole Affected Party with respect to such
        Additional Termination Event; provided, however, that notwithstanding anything
        to the contrary in Section 6(b)(iv), only Party B may designate an Early
        Termination Date in respect of this Additional Termination Event.

      


      


      
        	
                (d)

              	
                Rating
                  Agency Downgrade.  

              


      

      


      (i)          
         S&P
        Downgrade:

      


      
        	 	
                (1)

              	
                In
                  the event that an S&P Approved Ratings Downgrade Event occurs and is
                  continuing, then within 30 days after such rating downgrade, Party
                  A
                  shall, subject to the Rating Agency Condition with respect to S&P, at
                  its own expense, either (i) procure a Permitted Transfer, (ii)
                  obtain an
                  Eligible Guarantee or (iii) post collateral in accordance with
                  the Credit
                  Support Annex.

              


      

      


      
        	 	
                (2)

              	
                In
                  the event that an S&P Required Ratings Downgrade Event occurs and is
                  continuing, then within 10 Local Business Days after such rating
                  withdrawal or downgrade, Party A shall, subject to the Rating Agency
                  Condition with respect to S&P, at its own expense, procure either (i)
                  a Permitted Transfer or (ii) an Eligible
                  Guarantee.

              


      

      


      (ii)        
          Moody’s
        Downgrade.

      


      
        	 	
                (1)
                  

              	
                In
                  the event that a Moody’s Second Trigger Ratings Event occurs and is
                  continuing, Party A shall, as soon as reasonably practicable thereafter,
                  at its own expense and using commercially reasonable efforts, either
                  (i)
                  procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                  

              


      

      


      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. 

              


      

      


      
        	 	
                (i)

              	
                Party
                  A agrees and acknowledges that Bear Stearns Asset Backed Securities
                  I LLC
                  (“Depositor”) is required under Regulation AB under the Securities Act of
                  1933, as amended, and the Securities Exchange Act of 1934, as amended
                  (the
                  “Exchange Act”) (“Regulation AB”), to disclose certain financial
                  information regarding Party A or its group of affiliated entities,
                  if
                  applicable, depending on the aggregate “significance percentage” of this
                  Agreement and any other derivative contracts between Party A or
                  its group
                  of affiliated entities, if applicable, and Party B, as calculated
                  from
                  time to time in accordance with Item 1115 of Regulation AB.
                  

              


      

      


      
        	 	
                (ii)

              	
                It
                  shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                  Business Day after the date hereof for so long as the Issuing Entity
                  is
                  required to file periodic reports under the Exchange Act, Depositor
                  requests from Party A the applicable financial information described
                  in
                  Item 1115 of Regulation AB (such request to be based on a reasonable
                  determination by Depositor, in good faith, that such information
                  is
                  required under Regulation AB) (the “Swap Financial
                  Disclosure”).

              


      

      


      
        	 	
                (iii)

              	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A, within ten
                  (10) days
                  and at its own expense, shall (1)(a) either (i) provide to Depositor
                  the
                  current Swap Financial Disclosure in an EDGAR-compatible format
                  (for
                  example, such information may be provided in Microsoft Word® or Microsoft
                  Excel® format but not in .pdf format) or (ii) provide written consent
                  to
                  Depositor to incorporation by reference of such current Swap Financial
                  Disclosure that are filed with the Securities and Exchange Commission
                  in
                  the Exchange Act Reports of Depositor, (b) if applicable, cause
                  its
                  outside accounting firm to provide its consent to filing or incorporation
                  by reference in the Exchange Act Reports of Depositor of such accounting
                  firm’s report relating to their audits of such current Swap Financial
                  Disclosure, and (c) provide to Depositor any updated Swap Financial
                  Disclosure with respect to Party A or any entity that consolidates
                  Party A
                  within five days of the release of any such updated Swap Financial
                  Disclosure; (2) secure another entity to replace Party A, by way
                  of a
                  Permitted Transfer, as party to this Agreement on terms substantially
                  similar to this Agreement and subject to prior notification to
                  the Swap
                  Rating Agencies, which entity (or a guarantor therefor) satisfies
                  the
                  Rating Agency Condition with respect to S&P and which entity is able
                  to comply with the requirements of Item 1115 of Regulation AB or
                  (3)
                  subject to the Rating Agency Condition with respect to S&P and obtain
                  a guaranty of the Party A’s obligations under this Agreement from an
                  affiliate of the Party A that is able to comply with the financial
                  information disclosure requirements of Item 1115 of Regulation
                  AB, such
                  that disclosure provided in respect of the affiliate will satisfy
                  any
                  disclosure requirements applicable to the Swap Provider, and cause
                  such
                  affiliate to provide Swap Financial Disclosure. If permitted by
                  Regulation
                  AB, any required Swap Financial Disclosure may be provided by
                  incorporation by reference from reports filed pursuant to the Exchange
                  Act.

              


      

      


      
        	 	
                (iv)

              	
                Party
                  A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or
                  causes its
                  affiliate to provide Swap Financial Disclosure to Depositor in
                  accordance
                  with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor,
                  its
                  respective directors or officers and any person controlling Depositor,
                  from and against any and all losses, claims, damages and liabilities
                  caused by any untrue statement or alleged untrue statement of a
                  material
                  fact contained in such Swap Financial Disclosure or caused by any
                  omission
                  or alleged omission to state in such Swap Financial Disclosure
                  a material
                  fact required to be stated therein or necessary to make the statements
                  therein, in light of the circumstances under which they were made,
                  not
                  misleading.

              


      

      


      
        	 	
                (v)

              	
                Depositor
                  shall be an express third party beneficiary of this Agreement as
                  if a
                  party hereto to the extent of Depositor’s rights explicitly specified in
                  this Part 5(e). 

              


      

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)            Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
        Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction unless (a) the prior written consent
        of
        the other party is obtained and (b) the Rating Agency Condition has been
        satisfied with respect to S&P. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer.” 

       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, execute such documentation
                  provided to it as is reasonably deemed necessary by Party A to
                  effect such
                  transfer. 

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree that, notwithstanding any provision
                  in this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Trust and
                  the proceeds thereof, in accordance with the priority of payments
                  and
                  other terms of the Pooling and Servicing Agreement and that Party
                  A will
                  not have any recourse to any of the directors, officers, agents,
                  employees, shareholders or affiliates of Party B with respect to
                  any
                  claims, losses, damages, liabilities, indemnities or other obligations
                  in
                  connection with any transactions contemplated hereby. In the event
                  that
                  the Trust and the proceeds thereof, should be insufficient to satisfy
                  all
                  claims outstanding and following the realization of the Trust and
                  the
                  proceeds thereof, any claims against or obligations of Party B
                  under this
                  Agreement or any other confirmation thereunder still outstanding
                  shall be
                  extinguished and thereafter not revive. The Trustee shall not have
                  liability for any failure or delay in making a payment hereunder
                  to Party
                  A due to any failure or delay in receiving amounts in the Trustee
                  from the
                  Trust created pursuant to the Pooling and Servicing Agreement.
                  This
                  provision will survive the termination of this
                  Agreement.

              


      

      


      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided, however, that if the date on which
                  the
                  payment would have been payable as determined in accordance with
                  Section
                  6(d)(ii) is a Distribution Date, such payment will be payable on
                  such
                  Distribution Date.

              


      

      


      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Swap Rating Agency has been given prior written notice of
                  such
                  designation or transfer. 

              


      

       

      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m)        
         Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, or the
        trust
        formed pursuant to the Pooling and Servicing Agreement, in any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings or other
        proceedings under any federal or state bankruptcy or similar law for a period
        of
        one year (or, if longer, the applicable preference period) and one day following
        payment in full of the Certificates and any Notes. This provision will survive
        the termination of this Agreement. 

      


      
        	
                (n)

              	
                Trustee
                  Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by Wells Fargo Bank, N.A. (“Wells”) not in its
                  individual capacity, but solely as Trustee under the Pooling and
                  Servicing
                  Agreement in the exercise of the powers and authority conferred
                  and
                  invested in it thereunder; (b) Wells has been directed pursuant
                  to the
                  Pooling and Servicing Agreement to enter into this Agreement and
                  to
                  perform its obligations hereunder; (c) each of the representations,
                  undertakings and agreements herein made on behalf of the Trust
                  is made and
                  intended not as personal representations of Wells but is made and
                  intended
                  for the purpose of binding only the Trust; and (d) under no circumstances
                  shall Wells
                  in its individual capacity be personally liable for any payments
                  hereunder
                  or for the breach or failure of any obligation, representation,
                  warranty
                  or covenant made or undertaken under this
                  Agreement.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that Party B has appointed the Trustee as its agent
                  under
                  the Pooling and Servicing Agreement to carry out certain functions
                  on
                  behalf of Party B, and that the Trustee shall be entitled to give
                  notices
                  and to perform and satisfy the obligations of Party B hereunder
                  on behalf
                  of Party B.

              


      

       

      
        	
                (q)

              	
                Limitation
                  on Events of Default.
                  Notwithstanding the provisions of Sections 5 and 6, if at any time
                  and so
                  long as Party B has satisfied in full all its payment obligations
                  under
                  Section 2(a)(i) and has at the time no future payment obligations,
                  whether
                  absolute or contingent, under such Section, then unless Party A
                  is
                  required pursuant to appropriate proceedings to return to Party
                  B or
                  otherwise returns to Party B upon demand of Party B any portion
                  of any
                  such payment, (a) the occurrence of an event described in Section
                  5(a)
                  with respect to Party B shall not constitute an Event of Default
                  or
                  Potential Event of Default with respect to Party B as Defaulting
                  Party and
                  (b) Party A shall be entitled to designate an Early Termination
                  Date
                  pursuant to Section 6 only as a result of the occurrence of a Termination
                  Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
                  to
                  Party A as the Affected Party, or Section 5(b)(iii) with respect
                  to Party
                  A as the Burdened Party. For purposes of the Transaction to which
                  this
                  Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                  pay the Fixed Amount on the Fixed Amount Payer Payment
                  Date.

              


      

      


      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       

      
        	
                (s)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any suit, action or proceeding relating to this Agreement or any
                  Credit
                  Support Document. 

              


      

       

      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency - Crossborder) as published and copyrighted in 1992
                  by the
                  International Swaps and Derivatives Association,
                  Inc.

              


      

       

      
        	
                (u)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

       

      
        	
                (v)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement that it is entering into the Agreement and the Transaction
                  as principal and not as agent of any person. The Trustee represents
                  to
                  Party A on the date on which Party B enters into this Agreement
                  that the
                  Trustee is executing the Agreement not in its individual capacity,
                  but
                  solely as Trustee on behalf of the
                  Trust.

              


      

       

      
        	
                (w)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

       

      
        	
                (x)

              	
                [Reserved].

              


      

       

      
        	
                (y)

              	
                [Reserved].

              


      

       

      (z)         
         Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

       

      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d)of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

       

      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future payment
        obligations and obligations to post collateral of Party A or an Eligible
        Replacement to Party B under this Agreement that is provided by an Eligible
        Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P.

       

      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s.  

       

      “Eligible
        Replacement”
        means an
        entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has
        executed an Item 1115 Agreement with Depositor and Sponsor. 

       

      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e), taking into account then current market
        conditions.

       

      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

       

      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

       

      “Moody’s
        First Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s First Trigger Ratings Threshold. 

       

      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

       

      “Moody’s
        Second Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold. 

       

      “Moody’s
        Second Trigger Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

       

      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        Part
        5(b)(v), Part 5(e) or the second sentence of Section 7 (as amended herein)
        to a
        transferee (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4 (in each case as certified by such entity);
        (c) as
        of the date of such transfer the Transferee would not be required to withhold
        or
        deduct on account of Tax from any payments under this Agreement or would
        be
        required to gross up for such Tax under Section 2(d)(i)(4); (d) an Event
        of
        Default or Termination Event would not occur as a result of such transfer;
        (e)
        pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, other than party names, dates relevant to the effective date of such
        transfer, tax representations (provided that the representations in Part
        2(a)(i)
        are not modified) and any other representations regarding the status of the
        substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
        or Part 5(v)(ii), notice information and account details; and (i) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

       

      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

       

      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

       

      “Required
        Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold. For purposes of determining whether a Required Ratings
        Downgrade Event has occurred, each Relevant Entity shall provide its credit
        ratings to Party B in writing, upon request of Party B.

       

      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

       

      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

       

      “S&P
        Approved Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Approved Ratings Threshold.

       

      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from S&P of
“A+”.

       

      “S&P
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold.

       

      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        or
        counterparty rating from S&P of “BBB-”.

       

      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
        Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
        Certificates, Series 2007-AC3 (the “Certificates”) or any notes backed by the
        Certificates (the “Notes”).

       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.           
         Account
        Details and Settlement Information:  

       

      Payments
        to Party A:

      


      Citibank,
        N.A., New York

                                     
        ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

       

      Payments
        to Party B:

      


      Wells
        Fargo Bank, N.A.

      ABA
        Number: 121000248

      Account
        Name: SAS Clearing

      Account
        Number: 3970771416

      FFC
        to:
        BSABS 2007-AC3, Account No. 53136102

      


      


      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Party
        B
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to Party A a facsimile of the fully-executed
        Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
        please
        contact Derivatives Documentation by telephone at 212-272-2711. For all other
        inquiries please contact Derivatives Documentation by telephone at
        353-1-402-6233. Originals will be provided for your execution upon your
        request.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      


      


      Section
        1.1.  By:_______________________________

       

      Name:   

      Title:    

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      


      WELLS
        FARGO BANK, N.A., NOT IN ITS 

      INDIVIDUAL
        CAPACITY, BUT SOLELY AS TRUSTEE 

      ON
        BEHALF OF THE BEAR STEARNS ASSET 

      BACKED
        SECURITIES I TRUST 2007-AC3, ASSET-

      BACKED
        CERTIFICATES, SERIES 2007-AC3

      


      


      


      By: _______________________________
        

      Name: 

      Title:

      


      


      


      lm


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      


      
        	
                From
                  and including

              	 	
                To
                  but excluding

              	 	
                Notional
                  Amount

                (USD)

              
	
                Effective
                  Date

              	 	
                5/25/2007

              	 	
                343,039,049.88
                  

              
	
                5/25/2007

              	 	
                6/25/2007

              	 	
                339,186,248.10
                  

              
	
                6/25/2007

              	 	
                7/25/2007

              	 	
                334,948,860.13
                  

              
	
                7/25/2007

              	 	
                8/25/2007

              	 	
                330,335,250.45
                  

              
	
                8/25/2007

              	 	
                9/25/2007

              	 	
                325,355,871.64
                  

              
	
                9/25/2007

              	 	
                10/25/2007

              	 	
                320,021,911.44
                  

              
	
                10/25/2007

              	 	
                11/25/2007

              	 	
                314,348,949.85
                  

              
	
                11/25/2007

              	 	
                12/25/2007

              	 	
                308,360,358.68
                  

              
	
                12/25/2007

              	 	
                1/25/2008

              	 	
                302,083,721.66
                  

              
	
                1/25/2008

              	 	
                2/25/2008

              	 	
                295,773,861.55
                  

              
	
                2/25/2008

              	 	
                3/25/2008

              	 	
                289,519,268.76
                  

              
	
                3/25/2008

              	 	
                4/25/2008

              	 	
                283,382,989.89
                  

              
	
                4/25/2008

              	 	
                5/25/2008

              	 	
                277,364,433.47
                  

              
	
                5/25/2008

              	 	
                6/25/2008

              	 	
                271,461,354.36
                  

              
	
                6/25/2008

              	 	
                7/25/2008

              	 	
                265,671,550.11
                  

              
	
                7/25/2008

              	 	
                8/25/2008

              	 	
                259,992,860.07
                  

              
	
                8/25/2008

              	 	
                9/25/2008

              	 	
                254,423,164.67
                  

              
	
                9/25/2008

              	 	
                10/25/2008

              	 	
                248,960,384.57
                  

              
	
                10/25/2008

              	 	
                11/25/2008

              	 	
                243,602,479.97
                  

              
	
                11/25/2008

              	 	
                12/25/2008

              	 	
                238,347,449.81
                  

              
	
                12/25/2008

              	 	
                1/25/2009

              	 	
                233,193,331.06
                  

              
	
                1/25/2009

              	 	
                2/25/2009

              	 	
                228,138,197.99
                  

              
	
                2/25/2009

              	 	
                3/25/2009

              	 	
                223,180,161.47
                  

              
	
                3/25/2009

              	 	
                4/25/2009

              	 	
                218,317,368.26
                  

              
	
                4/25/2009

              	 	
                5/25/2009

              	 	
                213,548,000.36
                  

              
	
                5/25/2009

              	 	
                6/25/2009

              	 	
                208,870,274.32
                  

              
	
                6/25/2009

              	 	
                7/25/2009

              	 	
                204,282,440.57
                  

              
	
                7/25/2009

              	 	
                8/25/2009

              	 	
                199,782,782.82
                  

              
	
                8/25/2009

              	 	
                9/25/2009

              	 	
                195,369,617.40
                  

              
	
                9/25/2009

              	 	
                10/25/2009

              	 	
                191,041,292.64
                  

              
	
                10/25/2009

              	 	
                11/25/2009

              	 	
                186,796,188.29
                  

              
	
                11/25/2009

              	 	
                12/25/2009

              	 	
                182,632,714.88
                  

              
	
                12/25/2009

              	 	
                1/25/2010

              	 	
                178,549,313.19
                  

              
	
                1/25/2010

              	 	
                2/25/2010

              	 	
                174,544,453.63
                  

              
	
                2/25/2010

              	 	
                3/25/2010

              	 	
                170,616,635.71
                  

              
	
                3/25/2010

              	 	
                4/25/2010

              	 	
                166,764,387.47
                  

              
	
                4/25/2010

              	 	
                5/25/2010

              	 	
                162,986,264.94
                  

              
	
                5/25/2010

              	 	
                6/25/2010

              	 	
                159,313,751.68
                  

              
	
                6/25/2010

              	 	
                7/25/2010

              	 	
                156,213,919.71
                  

              
	
                7/25/2010

              	 	
                8/25/2010

              	 	
                153,173,759.70
                  

              
	
                8/25/2010

              	 	
                9/25/2010

              	 	
                150,192,131.04
                  

              
	
                9/25/2010

              	 	
                10/25/2010

              	 	
                147,267,914.83
                  

              
	
                10/25/2010

              	 	
                11/25/2010

              	 	
                144,400,013.43
                  

              
	
                11/25/2010

              	 	
                12/25/2010

              	 	
                141,587,350.13
                  

              
	
                12/25/2010

              	 	
                1/25/2011

              	 	
                138,828,868.67
                  

              
	
                1/25/2011

              	 	
                2/25/2011

              	 	
                136,123,532.90
                  

              
	
                2/25/2011

              	 	
                3/25/2011

              	 	
                133,470,326.39
                  

              
	
                3/25/2011

              	 	
                4/25/2011

              	 	
                130,868,252.06
                  

              
	
                4/25/2011

              	 	
                5/25/2011

              	 	
                128,316,331.81
                  

              
	
                5/25/2011

              	 	
                6/25/2011

              	 	
                125,813,606.14
                  

              
	
                6/25/2011

              	 	
                7/25/2011

              	 	
                123,359,133.82
                  

              
	
                7/25/2011

              	 	
                8/25/2011

              	 	
                120,951,991.55
                  

              
	
                8/25/2011

              	 	
                9/25/2011

              	 	
                118,591,273.61
                  

              
	
                9/25/2011

              	 	
                10/25/2011

              	 	
                116,276,091.49
                  

              
	
                10/25/2011

              	 	
                11/25/2011

              	 	
                114,005,573.64
                  

              
	
                11/25/2011

              	 	
                12/25/2011

              	 	
                111,778,865.09
                  

              
	
                12/25/2011

              	 	
                1/25/2012

              	 	
                109,595,127.13
                  

              
	
                1/25/2012

              	 	
                2/25/2012

              	 	
                107,453,537.06
                  

              
	
                2/25/2012

              	 	
                3/25/2012

              	 	
                105,353,287.82
                  

              
	
                3/25/2012

              	 	
                4/25/2012

              	 	
                103,293,304.34
                  

              
	
                4/25/2012

              	 	
                5/25/2012

              	 	
                101,273,102.54
                  

              
	
                5/25/2012

              	 	
                6/25/2012

              	 	
                99,291,920.39
                  

              
	
                6/25/2012

              	 	
                7/25/2012

              	 	
                97,349,010.40
                  

              
	
                7/25/2012

              	 	
                8/25/2012

              	 	
                95,443,639.28
                  

              
	
                8/25/2012

              	 	
                9/25/2012

              	 	
                93,575,087.75
                  

              
	
                9/25/2012

              	 	
                10/25/2012

              	 	
                91,742,650.22
                  

              
	
                10/25/2012

              	 	
                11/25/2012

              	 	
                89,945,634.56
                  

              
	
                11/25/2012

              	 	
                12/25/2012

              	 	
                88,183,361.80
                  

              
	
                12/25/2012

              	 	
                1/25/2013

              	 	
                86,455,165.94
                  

              
	
                1/25/2013

              	 	
                2/25/2013

              	 	
                84,760,393.68
                  

              
	
                2/25/2013

              	 	
                3/25/2013

              	 	
                83,098,404.13
                  

              
	
                3/25/2013

              	 	
                4/25/2013

              	 	
                81,468,568.68
                  

              
	
                4/25/2013

              	 	
                5/25/2013

              	 	
                79,870,270.65
                  

              
	
                5/25/2013

              	 	
                6/25/2013

              	 	
                78,302,905.15
                  

              
	
                6/25/2013

              	 	
                7/25/2013

              	 	
                76,765,878.82
                  

              
	
                7/25/2013

              	 	
                8/25/2013

              	 	
                75,258,609.60
                  

              
	
                8/25/2013

              	 	
                9/25/2013

              	 	
                73,780,526.54
                  

              
	
                9/25/2013

              	 	
                10/25/2013

              	 	
                72,331,069.60
                  

              
	
                10/25/2013

              	 	
                11/25/2013

              	 	
                70,909,689.38
                  

              
	
                11/25/2013

              	 	
                12/25/2013

              	 	
                69,515,847.00
                  

              
	
                12/25/2013

              	 	
                1/25/2014

              	 	
                68,149,013.83
                  

              
	
                1/25/2014

              	 	
                2/25/2014

              	 	
                66,808,671.36
                  

              
	
                2/25/2014

              	 	
                3/25/2014

              	 	
                65,494,310.93
                  

              
	
                3/25/2014

              	 	
                4/25/2014

              	 	
                64,205,433.63
                  

              
	
                4/25/2014

              	 	
                5/25/2014

              	 	
                62,941,550.03
                  

              
	
                5/25/2014

              	 	
                6/25/2014

              	 	
                61,702,180.08
                  

              
	
                6/25/2014

              	 	
                7/25/2014

              	 	
                60,486,852.86
                  

              
	
                7/25/2014

              	 	
                8/25/2014

              	 	
                59,295,106.46
                  

              
	
                8/25/2014

              	 	
                9/25/2014

              	 	
                58,126,487.78
                  

              
	
                9/25/2014

              	 	
                10/25/2014

              	 	
                56,980,552.36
                  

              
	
                10/25/2014

              	 	
                11/25/2014

              	 	
                55,856,864.25
                  

              
	
                11/25/2014

              	 	
                12/25/2014

              	 	
                54,754,995.80
                  

              
	
                12/25/2014

              	 	
                1/25/2015

              	 	
                53,674,527.55
                  

              
	
                1/25/2015

              	 	
                2/25/2015

              	 	
                52,615,048.03
                  

              
	
                2/25/2015

              	 	
                3/25/2015

              	 	
                51,576,153.63
                  

              
	
                3/25/2015

              	 	
                4/25/2015

              	 	
                50,557,448.47
                  

              
	
                4/25/2015

              	 	
                5/25/2015

              	 	
                49,558,544.21
                  

              
	
                5/25/2015

              	 	
                6/25/2015

              	 	
                48,579,059.94
                  

              
	
                6/25/2015

              	 	
                7/25/2015

              	 	
                47,618,622.03
                  

              
	
                7/25/2015

              	 	
                8/25/2015

              	 	
                46,676,863.98
                  

              
	
                8/25/2015

              	 	
                9/25/2015

              	 	
                45,753,426.29
                  

              
	
                9/25/2015

              	 	
                10/25/2015

              	 	
                44,847,956.35
                  

              
	
                10/25/2015

              	 	
                11/25/2015

              	 	
                43,960,108.28
                  

              
	
                11/25/2015

              	 	
                12/25/2015

              	 	
                43,089,542.80
                  

              
	
                12/25/2015

              	 	
                1/25/2016

              	 	
                42,235,927.13
                  

              
	
                1/25/2016

              	 	
                2/25/2016

              	 	
                41,398,934.85
                  

              
	
                2/25/2016

              	 	
                3/25/2016

              	 	
                40,578,245.77
                  

              
	
                3/25/2016

              	 	
                4/25/2016

              	 	
                39,773,545.85
                  

              
	
                4/25/2016

              	 	
                5/25/2016

              	 	
                38,984,527.01
                  

              
	
                5/25/2016

              	 	
                6/25/2016

              	 	
                38,210,887.11
                  

              
	
                6/25/2016

              	 	
                7/25/2016

              	 	
                37,452,329.77
                  

              
	
                7/25/2016

              	 	
                8/25/2016

              	 	
                36,708,564.26
                  

              
	
                8/25/2016

              	 	
                9/25/2016

              	 	
                35,979,175.88
                  

              
	
                9/25/2016

              	 	
                10/25/2016

              	 	
                35,263,965.10
                  

              
	
                10/25/2016

              	 	
                11/25/2016

              	 	
                34,562,189.38
                  

              
	
                11/25/2016

              	 	
                12/25/2016

              	 	
                33,872,543.74
                  

              
	
                12/25/2016

              	 	
                1/25/2017

              	 	
                33,194,250.14
                  

              
	
                1/25/2017

              	 	
                02/25/17

              	 	
                32,523,975.50
                  

              
	
                02/25/17

              	 	
                Termination
                  Date

              	 	
                31,861,847.20

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      
 

      ANNEX
        A

      
 

       

      ISDA®

       

      CREDIT
        SUPPORT ANNEX

       

      to
        the
        Schedule to the

       

      ISDA
        Master Agreement

       

      dated
        as
        of March 30, 2007 between

       

      Bear
        Stearns Financial Products Inc. (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

       

      and

       

      Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Trustee on
        behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 (hereinafter referred to as
“Party
        B”
        or
“Secured
        Party”)


       

      For
        the
        avoidance of doubt, and notwithstanding anything to the contrary that may
        be
        contained in the Agreement, this Credit Support Annex shall relate solely
        to the
        Transaction documented in the Confirmation dated March 30, 2007, between
        Party A
        and Party B, Reference Number FXNEC9345.

       

       

      Paragraph
        13. Elections and Variables.

       

      Security
        Interest for “Obligations”.
        The
        term “Obligations”
        as used
        in this Annex includes the following additional obligations:

       

      With
        respect to Party A: not applicable.

      With
        respect to Party B: not applicable.

       

      Credit
        Support Obligations.

       

      Delivery
        Amount, Return Amount and Credit Support Amount.

       

      “Delivery
        Amount”
        has the
        meaning specified in Paragraph 3(a) as amended (I) by deleting the words
“upon a
        demand made by the Secured Party on or promptly following a Valuation Date” and
        inserting in lieu thereof the words “not later than the close of business on
        each Valuation Date” and (II) by deleting in its entirety the sentence beginning
“Unless otherwise specified in Paragraph 13” and ending “(ii) the Value as of
        that Valuation Date of all Posted Credit Support held by the Secured Party.” and
        inserting in lieu thereof the following:

       

      The
        “Delivery
        Amount”
        applicable to the Pledgor for any Valuation Date will equal the greatest
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P Credit Support Amount for such Valuation
                  Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                  Credit Support held by the Secured Party,


              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                  such Valuation Date of all Posted Credit Support held by the Secured
                  Party.

              


      

       

      “Return
        Amount”
        has the
        meaning specified in Paragraph 3(b) as amended by deleting in its entirety
        the
        sentence beginning “Unless otherwise specified in Paragraph 13” and ending “(ii)
        the Credit Support Amount.” and inserting in lieu thereof the
        following:

       

      The
        “Return
        Amount”
        applicable to the Secured Party for any Valuation Date will equal the least
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P Value as of such Valuation Date of all
                  Posted Credit Support held by the Secured Party exceeds (b) the
                  S&P
                  Credit Support Amount for such Valuation Date,


              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      “Credit
        Support Amount”
        shall
        not apply. For purposes of calculating any Delivery Amount or Return Amount
        for
        any Valuation Date, reference shall be made to the S&P Credit Support
        Amount, the Moody’s First Trigger Credit Support Amount, or the Moody’s Second
        Trigger Credit Support Amount, in each case for such Valuation Date, as provided
        in Paragraphs 13(b)(i)(A) and 13(b)(i)(B), above.

       

      Eligible
        Collateral.
        

       

      The
        items
        set forth on the schedule of Eligible Collateral attached as Schedule A hereto
        will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral described in (D) and (E)
        of
        column one of the Collateral Schedule to be denominated in USD).

       

      Other
        Eligible Support. 

       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      Threshold.

       

      “Independent
        Amount”
        means
        zero with respect to Party A and Party B.

       

      “Threshold”
        means,
        with respect to Party A and any Valuation Date, zero if (i) a Collateral
        Event
        has occurred and has been continuing (x) for at least 30 days or (y) since
        this
        Annex was executed or (ii) a Required Ratings Downgrade Event has occurred
        and
        is continuing; otherwise, infinity.

       

        “Threshold”
        means,
        with respect to Party B and any Valuation Date, infinity.

       

      “Minimum
        Transfer Amount” means
        USD
        100,000 with respect to Party A and Party B; provided, however, that if the
        aggregate Certificate Principal Balance of the Certificates and the aggregate
        principal balance of the Notes rated by S&P is at the time of any transfer
        less than USD 50,000,000, the “Minimum
        Transfer Amount”
        shall be
        USD 50,000.

       

      Rounding:
        The
        Delivery Amount will be rounded up to the nearest integral multiple of USD
        10,000. The Return Amount will be rounded down to the nearest integral multiple
        of USD 10,000.

       

      Valuation
        and Timing.

       

      “Valuation
        Agent”
        means
        Party A.

       

      “Valuation
        Date” means
        each Local Business Day on which any of the S&P Credit Support Amount, the
        Moody’s First Trigger Credit Support Amount or the Moody’s Second Trigger Credit
        Support Amount is greater than zero.

       

      “Valuation
        Time” means
        the
        close of business in the city of the Valuation Agent on the Local Business
        Day
        immediately preceding the Valuation Date or date of calculation, as applicable;
        provided
        that the
        calculations of Value and Exposure will be made as of approximately the same
        time on the same date. The Valuation Agent will notify each party (or the
        other
        party, if the Valuation Agent is a party) of its calculations not later than
        the
        Notification Time on the applicable Valuation Date (or in the case of Paragraph
        6(d), the Local Business Day following the day on which such relevant
        calculations are performed).”

       

      “Notification
        Time” means
        11:00 a.m., New York time, on a Local Business Day. 

       

      External
        Calculations.
        At any
        time at which Party A (or, to the extent applicable, its Credit Support
        Provider) does not have a long-term unsubordinated and unsecured debt rating
        of
        at least “BBB+” from S&P, the Valuation Agent shall (at its own expense)
        obtain external calculations of Party B’s Exposure from at least two Reference
        Market-makers on the last Local Business Day of each calendar month. Any
        determination of the S&P Credit Support Amount shall be based on the
        greatest of Party B’s Exposure determined by the Valuation Agent and such
        Reference Market-makers. Such external calculation may not be obtained from
        the
        same Reference Market-maker more than four times in any 12-month
        period.

       

      Notice
        to S&P.
        At any
        time at which Party A (or, to the extent applicable, its Credit Support
        Provider) does not have a long-term unsubordinated and unsecured debt rating
        of
        at least “BBB+” from S&P, the Valuation Agent shall provide to S&P not
        later than the Notification Time on the Local Business Day following each
        Valuation Date its calculations of Party B’s Exposure and the S&P Value of
        any Eligible Credit Support or Posted Credit Support for that Valuation Date.
        The Valuation Agent shall also provide to S&P any external marks of Party
        B’s Exposure.

       

      Conditions
        Precedent and Secured Party’s Rights and Remedies.
        The
        following Termination Events will be a “Specified
        Condition”
for
        the
        party specified (that party being the Affected Party if the Termination Event
        occurs with respect to that party): With respect to Party A and Party B:
        None.


       

      Substitution.

       

      “Substitution
        Date”
has
        the
        meaning specified in Paragraph 4(d)(ii).

       

      Consent.
        If
        specified here as applicable, then the Pledgor must obtain the Secured Party’s
        consent for any substitution pursuant to Paragraph 4(d):
        Inapplicable.

       

      Dispute
        Resolution.

       

      “Resolution
        Time”
means
        1:00 p.m. New York time on the Local Business Day following the date on which
        the notice of the dispute is given under Paragraph 5.

       

      Value.
        Notwithstanding anything to the contrary in Paragraph 12, for the purpose
        of
        Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger Value,
        and Moody’s Second Trigger Value, on any date, of Eligible Collateral other than
        Cash will be calculated as follows: 

       

      For
        Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
        the
        product of (1)(x) the bid-side quotation at the Valuation Time for such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the arithmetic mean of the bid-side quotations for such
        securities quoted at the Valuation Time by any three principal market makers
        for
        such securities selected by the Valuation Agent, provided that if only two
        bid-side quotations are obtained, then the arithmetic mean of such two bid-side
        quotations will be used, and if only one bid-side quotation is obtained,
        such
        quotation shall be used, or (z) if no such bid price is listed or quoted
        for
        such date, the bid price listed or quoted (as the case may be) at the Valuation
        Time for the day next preceding such date on which such prices were available
        and (2) the applicable Valuation Percentage for such Eligible
        Collateral.

       

      Alternative.
        The
        provisions of Paragraph 5 will apply.

       

      Holding
        and Using Posted Collateral.

       

      Eligibility
        to Hold Posted Collateral; Custodians. Party
        B
        (or its Custodian) will be entitled to hold Posted Collateral pursuant to
        Paragraph 6(b), provided that the following conditions applicable to it are
        satisfied:

       

      
        	 	
                (1)

              	
                it
                  is not a Defaulting Party.

              


      

       

      
        	 	
                (2)

              	
                Posted
                  Collateral consisting of Cash or certificated securities that cannot
                  be
                  paid or delivered by book-entry may be held only in any state of
                  the
                  United States which has adopted the Uniform Commercial
                  Code.

              


      

       

      
        	 	
                (3)

              	
                in
                  the case of any Custodian for Party B, such Custodian (or, to the
                  extent
                  applicable, its parent company or credit support provider) shall
                  then have
                  a short-term unsecured and unsubordinated debt rating from S&P of at
                  least “A-1”.

              


      

       

      Initially,
        the Custodian
        for
        Party B is: the Trustee

       

      Use
        of Posted Collateral.
        The
        provisions of Paragraph 6(c) will not apply to Party B, and Party B shall
        not
        have any right to use Posted Collateral or take any action specified in such
        Paragraph 6(c); provided, however, that is Posted Collateral in book-entry
        form
        is delivered, Party B or its Custodian shall have the rights specified in
        Paragraph 6(c)(ii).

       

      Distributions
        and Interest Amount.

       

      Interest
        Rate.
        The
“Interest
        Rate”
will
        be
        the actual interest rate earned on Posted Collateral in the form of Cash
        that is
        held by Party B or its Custodian. Posted Collateral in the form of Cash shall
        be
        invested in such overnight (or redeemable within two Local Business Days
        of
        demand) Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and
        (y) Prime-1 by Moody’s or Aaa by Moody’s, as directed by Party A. Gains and
        losses incurred in respect of any investment of Posted Collateral in the
        form of
        Cash in Permitted Investments as directed by Party A shall be for the account
        of
        Party A.

       

      Amendment
        of Paragraph 6(d)(i) - Distributions.
        Clause
        (d)(i) of Paragraph 6 shall be amended and restated to read in its entirety
        as
        follows:

       

      “(i)
        Distributions. Subject to Paragraph 4(a), if Party B receives Distributions
        on a
        Local Business Day, it will Transfer to Party A not later than the following
        Local business Day any Distributions it receives to the extent that a Delivery
        Amount would not be created or increased by that Transfer, as calculated
        by the
        Valuation Agent (and the date of calculation will be deemed to be a Valuation
        Date for this purpose). ” 

       

      Amendment
        of Paragraph 6(d)(ii) - Interest Amount.
        Clause
        (d)(ii) of Paragraph 6 shall be amended and restated to read in its entirety
        as
        follows:

       

      “(ii)
        Interest
        Amount.
        In lieu
        of any interest, dividends or other amounts paid with respect to Posted
        Collateral in the form of Cash (all of which may be retained by the Secured
        Party), the Secured Party will Transfer to the Pledgor on the 20th day of
        each
        calendar month (or if such day is not a Local Business Day, the next Local
        Business Day) the Interest Amount. Any Interest Amount or portion thereof
        not
        Transferred pursuant to this Paragraph will constitute Posted Collateral
        in the
        form of Cash and will be subject to the security interest granted under
        Paragraph 2. For purposes of calculating the Interest Amount the amount of
        interest calculated for each day of the interest period shall be compounded
        monthly.” Secured Party shall not be obligated to transfer any Interest Amount
        unless and until it has received such amount.

      


       

      Additional
        Representation(s).
        There
        are no additional representations by either party.

       

      Other
        Eligible Support and Other Posted Support.

       

      “Value”
with
        respect to Other Eligible Support and Other Posted Support means: not
        applicable. 

       

      “Transfer”
with
        respect to Other Eligible Support and Other Posted Support means: not
        applicable.

       

      Demands
        and Notices.All
        demands, specifications and notices under this Annex will be made pursuant
        to
        the Notices Section of this Agreement, except that any demand, specification
        or
        notice shall be given to or made at the following addresses, or at such other
        address as the relevant party may from time to time designate by giving notice
        (in accordance with the terms of this paragraph) to the other
        party:

       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian: at the address designated in writing from time to
        time.

       

      Address
        for Transfers.
        Each
        Transfer hereunder shall be made to the address specified below or to an
        address
        specified in writing from time to time by the party to which such Transfer
        will
        be made.

       

      Party
        A
        account details for holding collateral:

       

      Citibank,
        N.A., New York

       
          ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

       
          Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

        
         Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

      


      Party
        B’s
        Custodian account details for holding collateral:

       

      Wells
        Fargo Bank, N.A.

      ABA
        Number: 121000248

      Account
        Name: SAS Clearing

      Account
        Number: 3970771416

      FFC
        to:
        BSABS 2007-AC3, Collateral Account No. 53136103

      


      Other
        Provisions.

       

      Collateral
        Account.
        Party B
        shall open and maintain a segregated account, which shall be an Eligible
        Account, and hold, record and identify all Posted Collateral in such segregated
        account.

       

      Agreement
        as to Single Secured Party and Single Pledgor.
        Party A
        and Party B hereby agree that, notwithstanding anything to the contrary in
        this
        Annex, (a) the term “Secured Party” as used in this Annex means only Party B,
        (b) the term “Pledgor” as used in this Annex means only Party A, (c) only Party
        A makes the pledge and grant in Paragraph 2, the acknowledgement in the final
        sentence of Paragraph 8(a) and the representations in Paragraph 9.

       

      Calculation
        of Value.
        Paragraph 4(c) is hereby amended by deleting the word “Value” and inserting in
        lieu thereof “S&P Value, Moody’s First Trigger Value, Moody’s Second Trigger
        Value”. Paragraph 4(d)(ii) is hereby amended by (A) deleting the words “a Value”
and inserting in lieu thereof “an S&P Value, Moody’s First Trigger Value,
        and Moody’s Second Trigger Value” and (B) deleting the words “the Value” and
        inserting in lieu thereof “S&P Value, Moody’s First Trigger Value, and
        Moody’s Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
        deleting the word “Value” and inserting in lieu thereof “S&P Value, Moody’s
        First Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
        language) is hereby amended by deleting the word “Value” and inserting in lieu
        thereof “S&P Value, Moody’s First Trigger Value, and Moody’s Second Trigger
        Value”. Paragraph 5(i)(C) is hereby amended by deleting the word “the Value, if”
and inserting in lieu thereof “any one or more of the S&P Value, Moody’s
        First Trigger Value, or Moody’s Second Trigger Value, as may be”. Paragraph
        5(ii) is hereby amended by (1) deleting the first instance of the words “the
        Value” and inserting in lieu thereof “any one or more of the S&P Value,
        Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2) deleting
        the second instance of the words “the Value” and inserting in lieu thereof “such
        disputed S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
        Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
        deleting the word “Value” and inserting in lieu thereof “least of the S&P
        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.


       

      Form
        of Annex. Party
        A
        and Party B hereby agree that the text of Paragraphs 1 through 12, inclusive,
        of
        this Annex is intended to be the printed form of ISDA Credit Support Annex
        (Bilateral Form - ISDA Agreements Subject to New York Law Only version) as
        published and copyrighted in 1994 by the International Swaps and Derivatives
        Association, Inc.

       

      Events
        of Default.
        Clause
        (iii) of Paragraph 7 shall not apply to Party B.

       

      Expenses.
        Notwithstanding anything to the contrary in Paragraph 10, the Pledgor will
        be
        responsible for, and will reimburse the Secured Party for, all transfer and
        other taxes and other costs involved in any Transfer of Eligible
        Collateral.

       

      Withholding.
        Paragraph 6(d)(ii) is hereby amended by inserting immediately after “the
        Interest Amount” in the fourth line thereof the words “less any applicable
        withholding taxes.”

       

      (ix) Additional
        Definitions.
        As used
        in this Annex:

       

      “Collateral
        Event” means
        that no Relevant Entity has credit ratings at least equal to the Approved
        Ratings Threshold.

      “DV01”
        means,
        with respect to a Transaction and any date of determination, the estimated
        change in the Secured Party’s Transaction Exposure with respect to such
        Transaction that would result from a one basis point change in the relevant
        swap
        curve on such date, as determined by the Valuation Agent in good faith and
        in a
        commercially reasonable manner. The Valuation Agent shall, upon request of
        Party
        B, provide to Party B a statement showing in reasonable detail such
        calculation.

      “Exposure”
        has the
        meaning specified in Paragraph 12, except that after the word “Agreement” the
        words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
        deleted)” shall be inserted. 

      “Local
        Business Day”
means,
        for purposes of this Annex: any day on which (A) commercial banks are open
        for
        business (including dealings in foreign exchange and foreign currency deposits)
        in New York and the location of Party A, Party B and any Custodian, and (B)
        in
        relation to a Transfer of Eligible Collateral, any day on which the clearance
        system agreed between the parties for the delivery of Eligible Collateral
        is
        open for acceptance and execution of settlement instructions (or in the case
        of
        a Transfer of Cash or other Eligible Collateral for which delivery is
        contemplated by other means a day on which commercial banks are open for
        business (including dealings in foreign exchange and foreign deposits) in
        New
        York and the location of Party A, Party B and any Custodian. 

      “Moody’s
        First Trigger Credit Support Amount” means,
        for any Valuation Date, the excess, if any, of

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                  occurred and has been continuing (x) for at least 30 Local Business
                  Days
                  or (y) since this Annex was executed and (II) it is not the case
                  that a
                  Moody’s Second Trigger Ratings Event has occurred and been continuing
                  for
                  at least 30 Local Business Days, an amount equal to the greater
                  of (a)
                  zero and (b) the sum of (i) the Secured Party’s Exposure for such
                  Valuation Date and (ii) the sum, for each Transaction to which
                  this Annex
                  relates, of the lesser of (x) the product of the Moody’s First Trigger
                  DV01 Multiplier and DV01 for such Transaction and such Valuation
                  Date and
                  (y) the product of (i)
                  Moody’s First Trigger Notional Amount Multiplier, (ii) if a Scale Factor
                  is specified in such Transaction, the Scale Factor (as defined
                  in such
                  Transaction) for such Transaction, or, if no Scale Factor is specified
                  in
                  such Transaction, 1 and (iii) the Notional Amount for such Transaction
                  for
                  the Calculation Period for such Transaction (each as defined in
                  the
                  related Confirmation) which includes such Valuation Date,
                  or

              


      

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

      (II)         
         the
        Threshold for Party A such Valuation Date.

      “Moody’s
        First Trigger DV01 Multiplier”
        means
        15.

      “Moody’s
        First Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

      “Moody’s
        First Trigger Notional Amount Multiplier”
        means
        2%.

      “Moody’s
        Second Trigger Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which it is the case that a Moody’s Second Trigger
                  Ratings Event has occurred and been continuing for at least 30
                  Local
                  Business Days, an amount equal to the greatest of (a) zero, (b)
                  the
                  aggregate amount of the next payment due to be paid by Party A
                  under each
                  Transaction to which this Annex relates, and (c) the sum of (x)
                  the
                  Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                  Transaction to which this Annex relates,
                  of:

              


      

      if
        such
        Transaction is not a Transaction-Specific Hedge, the lesser of (i) the product
        of the Moody’s Second Trigger DV01 Multiplier and DV01 for such Transaction and
        such Valuation Date and (ii) the product of (1) the Moody’s Second Trigger
        Notional Amount Multiplier, (2) if a Scale Factor is specified in such
        Transaction, the Scale Factor (as defined in such Transaction) for such
        Transaction, or, if no Scale Factor is specified in such Transaction, 1 and
        (3)
        the Notional Amount for such Transaction for the Calculation Period for such
        Transaction (each as defined in the related Confirmation) which includes
        such
        Valuation Date];
        or

       

      if
        such
        Transaction is a Transaction-Specific Hedge, the lesser of (i) the product
        of
        the Moody’s Second Trigger Transaction-Specific Hedge DV01 Multiplier and DV01
        for such Transaction and such Valuation Date and (ii) the product of (1)
        the
        Moody’s Second Trigger Transaction-Specific Hedge Notional Amount Multiplier,
        (2) if a Scale Factor is specified in such Transaction, the Scale Factor
        (as
        defined in such Transaction) for such Transaction, or, if no Scale Factor
        is
        specified in such Transaction, 1 and (3) the Notional Amount for such
        Transaction for the Calculation Period for such Transaction (each as defined
        in
        the related Confirmation) which includes such Valuation Date; or

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

      (II)         
         the
        Threshold for Party A for such Valuation Date.

      “Moody’s
        Second Trigger DV01 Multiplier”
        means
        50.

      “Moody’s
        Second Trigger Notional Amount Multiplier”
        means
        8%.

      “Moody’s
        Second Trigger Transaction-Specific Hedge DV01
        Multiplier”
        means
        65.

      “Moody’s
        Second Trigger Transaction-Specific Hedge Notional Amount
        Multiplier”
        means
        10%.

      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

      “Remaining
        Weighted Average Maturity” means,
        with respect to a Transaction, the expected weighted average maturity for
        such
        Transaction as determined by the Valuation Agent. 

      “S&P
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                  Event has occurred and been continuing for at least 30 days or
                  (ii) a
                  S&P Required Ratings Downgrade Event has occurred and is continuing,
                  an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
                  for such Valuation Date and (2) the sum, for each Transaction to
                  which
                  this Annex relates, of the product of (i) the Volatility Buffer
                  for such
                  Transaction, (ii) if a Scale Factor is specified in such Transaction,
                  the
                  Scale Factor (as defined in such Transaction) for such Transaction,
                  or, if
                  no Scale Factor is specified in such Transaction, 1 and (iii) the
                  Notional
                  Amount of such Transaction for the Calculation Period of such Transaction
                  (each as defined in the related Confirmation) which includes such
                  Valuation Date, or

              


      

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

      (II)         
         the
        Threshold for Party A for such Valuation Date.

      “S&P
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
        set forth in paragraph 13(b)(ii).

       

      “Transaction
        Exposure”
        means,
        for any Transaction, Exposure determined as if such Transaction were the
        only
        Transaction between the Secured Party and the Pledgor.

      “Transaction-Specific
        Hedge” means
        any
        Transaction that is (i) an interest rate swap in respect of which (x) the
        notional amount of the interest rate swap is “balance guaranteed” or (y) the
        notional amount of the interest rate swap for any Calculation Period (as
        defined
        in the related Confirmation) otherwise is not a specific dollar amount that
        is
        fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
        an
        interest rate floor or (iv) an interest rate swaption.

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
        Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
        such Eligible Collateral or Posted Collateral, respectively, in each case
        as set
        forth in Paragraph 13(b)(ii).

      “Value”
        shall
        mean, in respect of any date, the related S&P Value, the related Moody’s
        First Trigger Value, and the related Moody’s Second Trigger Value.

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

      

        
          	
                  The
                    higher of the S&P credit rating of (i) Party A and (ii) the Credit
                    Support Provider of Party A, if applicable

                	
                  Remaining
                    Weighted Average Maturity 

                  up
                    to 3 years

                	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 5 years

                	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 10 years

                	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 30 years

                
	
                  “A-2”
                    or higher

                	
                  2.75%

                	
                  3.25%

                	
                  4.00%

                	
                  4.75%

                
	
                  “A-3”

                	
                  3.25%

                	
                  4.00%

                	
                  5.00%

                	
                  6.25%

                
	
                  “BB+”
                    or
                    lower

                	
                  3.50%

                	
                  4.50%

                	
                  6.75%

                	
                  7.50%

                


        

      

       

      


      


      


       

      [Remainder
        of this page intentionally left blank]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

      


      
        	
                BEAR
                  STEARNS FINANCIAL PRODUCTS INC.

              	
                WELLS
                  FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                  TRUSTEE ON
                  BEHALF OF THE BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2007-AC3,
                  ASSET-BACKED CERTIFICATES, SERIES 2007-AC3 

              
	 	 
	
                By: _____________________________

                Name:

                Title:

                Date:

              	
                By:
                  ___________________________________

                Name:
                  

                Title:
                  

                Date:
                  

              


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      ELIGIBLE
        COLLATERAL

      


      
        	
                 

                ISDA
                  Collateral Asset Definition
                  (ICAD) Code 

              	 	
                Remaining
                  Maturity in Years

              	 	
                S&P
                  

                Valuation
                  

                Percentage

              	 	
                Moody’s

                First
                  Trigger Valuation
                  Percentage

              	 	
                Moody’s

                Second
                  Trigger

                Valuation

                Percentage

              
	
                (A)
                   US-CASH

              	 	
                N/A

              	 	
                100%

              	 	
                100%

              	 	
                100%

              
	
                (B)
                   EU-CASH

              	 	
                N/A

              	 	
                92.5%

              	 	
                98%

              	 	
                94%

              
	
                (C)
                   GB-CASH

              	 	
                N/A

              	 	
                94.1%

              	 	
                98%

              	 	
                95%

              
	
                (D)
                   US-TBILL

                US-TNOTE

                US-TBOND

              	 	 	 	 	 	 	 	 
	 	 	
                1
                  or less

              	 	
                98.9%

              	 	
                100%

              	 	
                100%

              
	 	 	
                More
                  than 1 but not more than 2

              	 	
                98.0%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 2 but not more than 3

              	 	
                97.4%

              	 	
                100%

              	 	
                98%

              
	 	 	
                More
                  than 3 but not more than 5

              	 	
                95.5%

              	 	
                100%

              	 	
                97%

              
	 	 	
                More
                  than 5 but not more than 7

              	 	
                93.7%

              	 	
                100%

              	 	
                96%

              
	 	 	
                More
                  than 7 but not more than 10

              	 	
                92.5%

              	 	
                100%

              	 	
                94%

              
	 	 	
                More
                  than 10 but not more than 20

              	 	
                91.1%

              	 	
                100%

              	 	
                90%

              
	 	 	
                More
                  than 20

              	 	
                88.6%

              	 	
                100%

              	 	
                88%

              
	
                (E) 
                   US-GNMA

                US-FNMA

                US-FHLMC

              	 	 	 	 	 	 	 	 
	 	 	
                1
                  or less

              	 	
                98.5%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 1 but not more than 2

              	 	
                97.7%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 2 but not more than 3

              	 	
                97.3%

              	 	
                100%

              	 	
                98%

              
	 	 	
                More
                  than 3 but not more than 5

              	 	
                94.5%

              	 	
                100%

              	 	
                96%

              
	 	 	
                More
                  than 5 but not more than 7

              	 	
                93.1%

              	 	
                100%

              	 	
                93%

              
	 	 	
                More
                  than 7 but not more than 10

              	 	
                90.7%

              	 	
                100%

              	 	
                93%

              
	 	 	
                More
                  than 10 but not more than 20

              	 	
                87.7%

              	 	
                100%

              	 	
                89%

              
	 	 	
                More
                  than 20

              	 	
                84.4%

              	 	
                100%

              	 	
                87%

              
	
                (F)
                  Fixed-Rate GA-EUROZONE-GOV

              	 	 	 	
                Rated
                  AAA or better by S&P

              	 	
                Rated
                  Aa3 or better by Moody's

              	 	
                Rated
                  Aa3 or better by Moody's

              
	 	 	
                1
                  or less

              	 	
                98.8%

              	 	
                98%

              	 	
                94%

              
	 	 	
                More
                  than 1 but not more than 2

              	 	
                97.9%

              	 	
                98%

              	 	
                93%

              
	 	 	
                More
                  than 2 but not more than 3

              	 	
                97.1%

              	 	
                98%

              	 	
                92%

              
	 	 	
                More
                  than 3 but not more than 5

              	 	
                91.2%

              	 	
                98%

              	 	
                90%

              
	 	 	
                More
                  than 5 but not more than 7

              	 	
                87.5%

              	 	
                98%

              	 	
                89%

              
	 	 	
                More
                  than 7 but not more than 10

              	 	
                83.8%

              	 	
                98%

              	 	
                88%

              
	 	 	
                More
                  than 10 but not more than 20

              	 	
                75.5%

              	 	
                98%

              	 	
                84%

              


      

      


      The
        ISDA
        Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
        from
        the Collateral Asset Definitions (First Edition - June 2003) as published
        and
        copyrighted in 2003 by the International Swaps and Derivatives Association,
        Inc.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

       

      Definitions

      Primary
        Servicer - transaction party having borrower contact

      Master
        Servicer - aggregator of pool assets

      Trustee
        -
        waterfall calculator; fiduciary of the transaction

      Back-up
        Servicer - named in the transaction (in the event a Back up Servicer becomes
        the
        Primary Servicer, follow Primary Servicer obligations)

      Custodian
        - safe keeper of pool assets

      


      Note:
        The
        definitions above describe the essential function that the party performs,
        rather than the party’s title. 

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

      


      Key:        X
        - obligation

      [X]
        - under consideration for obligation

       

      

        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                
	
                  General
                    Servicing Considerations

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the Pool Assets are maintained. 

                	 	 	 	 
	
                  1122(d)(1)(iv)

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

                	
                  X

                	
                  X

                	 	 
	 	
                  Cash
                    Collection and Administration

                	 	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iii)

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

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iv)

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

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the Servicer.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	 	
                  Pool
                    Asset Administration

                	 	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	
                  X

                	 	 	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	
                  X

                	 	 	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	
                  X

                	 	 	 
	
                  1122(d)(4)(vi)

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

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	
                  X

                	 	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. (In this transaction there is no
                    external
                    enhancement or other support.)

                	
                  X

                	 	
                  X

                	 


        

      

       

       

      


       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        O

      


      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 4.18 of the Pooling and Servicing Agreement.

      


      Under
        Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
        Section 6.06, provided by the Trustee based on information received from
        the
        party providing such information; and b) items marked “Form 10-D report” are
        required to be in the Form 10-D report but not the Monthly Statements to
        Certificateholders, provided by the party indicated. Information under all
        other
        Items of Form 10-D is to be included in the Form 10-D report. All such
        information and any other Items on Form 8-K and Form 10-D set forth in this
        Exhibit shall be sent to the Trustee and the Depositor.

       

      

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    Be Filed Within 15 Days Of The Distribution Date For The Asset-Backed
                    Securities.

                	 	 	 
	
                  1

                	
                  Distribution
                    And Pool Performance Information

                	 	 	 	 	 	 
	
                  Item
                    1121(A) - Distribution And Pool Performance
                    Information

                	 	 	 	 	 	 
	
                  (1)
                    Any Applicable Record Dates, Accrual Dates, Determination Dates
                    For
                    Calculating Distributions And Actual Distribution Dates For The
                    Distribution Period.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (2)
                    Cash Flows Received And The Sources Thereof For Distributions,
                    Fees And
                    Expenses.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (3)
                    Calculated Amounts And Distribution Of The Flow Of Funds For
                    The Period
                    Itemized By Type And Priority Of Payment, Including:

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (I)
                    Fees Or Expenses Accrued And Paid, With An Identification Of
                    The General
                    Purpose Of Such Fees And The Party Receiving Such Fees Or
                    Expenses.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (Ii)
                    Payments Accrued Or Paid With Respect To Enhancement Or Other
                    Support
                    Identified In Item 1114 Of Regulation Ab (Such As Insurance Premiums
                    Or
                    Other Enhancement Maintenance Fees), With An Identification Of
                    The General
                    Purpose Of Such Payments And The Party Receiving Such
                    Payments.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (Iii)
                    Principal, Interest And Other Distributions Accrued And Paid
                    On The
                    Asset-Backed Securities By Type And By Class Or Series And Any
                    Principal
                    Or Interest Shortfalls Or Carryovers.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (Iv)
                    The Amount Of Excess Cash Flow Or Excess Spread And The Disposition
                    Of
                    Excess Cash Flow.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (4)
                    Beginning And Ending Principal Balances Of The Asset-Backed
                    Securities.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (5)
                    Interest Rates Applicable To The Pool Assets And The Asset-Backed
                    Securities, As Applicable. Consider Providing Interest Rate Information
                    For Pool Assets In Appropriate Distributional Groups Or Incremental
                    Ranges.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (6)
                    Beginning And Ending Balances Of Transaction Accounts, Such As
                    Reserve
                    Accounts, And Material Account Activity During The Period.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (7)
                    Any Amounts Drawn On Any Credit Enhancement Or Other Support
                    Identified In
                    Item 1114 Of Regulation Ab, As Applicable, And The Amount Of
                    Coverage
                    Remaining Under Any Such Enhancement, If Known And
                    Applicable.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (8)
                    Number And Amount Of Pool Assets At The Beginning And Ending
                    Of Each
                    Period, And Updated Pool Composition Information, Such As Weighted
                    Average
                    Coupon, Weighted Average Remaining Term, Pool Factors And Prepayment
                    Amounts.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	
                  Updated
                    Pool Composition Information Fields To Be As Specified By Depositor
                    From
                    Time To Time

                	 
	
                  (9)
                    Delinquency And Loss Information For The Period.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  In
                    Addition, Describe Any Material Changes To The Information Specified
                    In
                    Item 1100(B)(5) Of Regulation Ab Regarding The Pool Assets.
                    (Methodology)

                	
                  X

                	 	 	 	 	 
	
                  (10)
                    Information On The Amount, Terms And General Purpose Of Any Advances
                    Made
                    Or Reimbursed During The Period, Including The General Use Of
                    Funds
                    Advanced And The General Source Of Funds For
                    Reimbursements.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (11)
                    Any Material Modifications, Extensions Or Waivers To Pool Asset
                    Terms,
                    Fees, Penalties Or Payments During The Distribution Period Or
                    That Have
                    Cumulatively Become Material Over Time.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (12)
                    Material Breaches Of Pool Asset Representations Or Warranties
                    Or
                    Transaction Covenants.

                	
                  X

                	
                  X

                	
                  X

                   

                  (If
                    Agreed Upon By The Parties)

                	 	
                  X

                	 
	
                  (13)
                    Information On Ratio, Coverage Or Other Tests Used For Determining
                    Any
                    Early Amortization, Liquidation Or Other Performance Trigger
                    And Whether
                    The Trigger Was Met.

                	 	 	
                  X

                   

                  (Monthly
                    Statements To Certificateholders)

                	 	 	 
	
                  (14)
                    Information Regarding Any New Issuance Of Asset-Backed Securities
                    Backed
                    By The Same Asset Pool, 

                	 	 	 	 	
                  X

                	 
	
                  Information
                    Regarding Any Pool Asset Changes (Other Than In Connection With
                    A Pool
                    Asset Converting Into Cash In Accordance With Its Terms), Such
                    As
                    Additions Or Removals In Connection With A Prefunding Or Revolving
                    Period
                    And Pool Asset Substitutions And Repurchases (And Purchase Rates,
                    If
                    Applicable), And Cash Flows Available For Future Purchases, Such
                    As The
                    Balances Of Any Prefunding Or Revolving Accounts, If
                    Applicable.

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	 
	
                  Disclose
                    Any Material Changes In The Solicitation, Credit-Granting, Underwriting,
                    Origination, Acquisition Or Pool Selection Criteria Or Procedures,
                    As
                    Applicable, Used To Originate, Acquire Or Select The New Pool
                    Assets.

                	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1121(B) - Pre-Funding Or Revolving Period Information

                   

                  Updated
                    Pool Information As Required Under Item 1121(B).

                	 	 	 	 	
                  X

                	 
	
                  2

                	
                  Legal
                    Proceedings

                	 	 	 	 	 	 
	
                  Item
                    1117 - Legal Proceedings Pending Against The Following Entities,
                    Or Their
                    Respective Property, That Is Material To Certificateholders,
                    Including
                    Proceedings Known To Be Contemplated By Governmental
                    Authorities:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Issuing
                    Entity

                	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or
                    More Of
                    Pool Assets At Time Of Report, Other Material Servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator
                    Of 20% Or More Of Pool Assets As Of The Cut-Off Date

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  3

                	
                  Sales
                    Of Securities And Use Of Proceeds

                	 	 	 	 	 	 
	
                  Information
                    From Item 2(A) Of Part Ii Of Form 10-Q:

                   

                  With
                    Respect To Any Sale Of Securities By The Sponsor, Depositor Or
                    Issuing
                    Entity, That Are Backed By The Same Asset Pool Or Are Otherwise
                    Issued By
                    The Issuing Entity, Whether Or Not Registered, Provide The Sales
                    And Use
                    Of Proceeds Information In Item 701 Of Regulation S-K. Pricing
                    Information
                    Can Be Omitted If Securities Were Not Registered.

                	 	 	 	 	
                  X

                	 
	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	 	 	 	 	 	 
	
                  Information
                    From Item 3 Of Part Ii Of Form 10-Q:

                   

                  Report
                    The Occurrence Of Any Event Of Default (After Expiration Of Any
                    Grace
                    Period And Provision Of Any Required Notice)

                	 	 	
                  X

                	 	 	 
	
                  5

                	
                  Submission
                    Of Matters To A Vote Of Security Holders

                	 	 	 	 	 	 
	
                  Information
                    From Item 4 Of Part Ii Of Form 10-Q

                	 	 	
                  X

                	 	 	 
	
                  6

                	
                  Significant
                    Obligors Of Pool Assets

                	 	 	 	 	 	 
	
                  Item
                    1112(B) - Significant
                    Obligor Financial Information*

                	 	 	 	 	
                  X

                	 
	
                  *This
                    Information Need Only Be Reported On The Form 10-D For The Distribution
                    Period In Which Updated Information Is Required Pursuant To The
                    Item.

                	 	 	 	 	 	 
	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	 	 	 	 	 	 
	
                  Item
                    1114(B)(2) - Credit Enhancement Provider Financial
                    Information*

                	 	 	 	 	 	 
	
                  Determining
                    Applicable Disclosure Threshold

                	 	 	 	 	
                  X

                	 
	
                  Obtain
                    Required Financial Information Or Effecting Incorporation By
                    Reference

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1115(B) - Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 	 
	
                  Determining
                    Current Maximum Probable Exposure

                	 	 	 	 	
                  X

                	 
	
                  Determining
                    Current Significance Percentage

                	 	 	
                  X

                	 	 	 
	
                  Notify
                    Derivative Counterparty Of Significance Percentage And Request
                    Required
                    Financial Information

                	 	 	
                  X

                	 	 	 
	
                  Obtain
                    Required Financial Information Or Effecting Incorporation By
                    Reference

                	 	 	 	 	
                  X

                	 
	
                  *This
                    Information Need Only Be Reported On The Form 10-D For The Distribution
                    Period In Which Updated Information Is Required Pursuant To The
                    Items.

                	 	 	 	 	 	 
	
                  8

                	
                  Other
                    Information

                	 	 	 	 	 	 
	
                  Disclose
                    Any Information Required To Be Reported On Form 8-K During The
                    Period
                    Covered By The Form 10-D But Not Reported

                	
                  The
                    Responsible Party For The Applicable Form 8-K Item As Indicated
                    Below.

                
	
                  9

                	
                  Exhibits

                	 	 	 	 	 	 
	
                  Distribution
                    Report

                	 	 	
                  X

                	 	 	 
	
                  Exhibits
                    Required By Item 601 Of Regulation S-K, Such As Material
                    Agreements

                	 	 	 	 	
                  X

                	 
	
                  8-K

                	
                  Must
                    Be Filed Within Four Business Days Of An Event Reportable On
                    Form
                    8-K.

                	 	 	 
	
                  1.01

                	
                  Entry
                    Into A Material Definitive Agreement

                	 	 	 	 	 	 
	
                  Disclosure
                    Is Required Regarding Entry Into Or Amendment Of Any Definitive
                    Agreement
                    That Is Material To The Securitization, Even If Depositor Is
                    Not A Party.
                    

                   

                  Examples:
                    Servicing Agreement, Custodial Agreement.

                   

                  Note:
                    Disclosure Not Required As To Definitive Agreements That Are
                    Fully
                    Disclosed In The Prospectus

                	
                  X

                	
                  X

                	
                  X 

                	 	
                  X 

                	
                  X

                
	
                  1.02

                	
                  Termination
                    Of A Material Definitive Agreement

                	
                  X

                	
                  X

                	
                  X 

                	 	
                  X

                	
                  X 

                
	
                  Disclosure
                    Is Required Regarding Termination Of Any Definitive Agreement
                    That Is
                    Material To The Securitization (Other Than Expiration In Accordance
                    With
                    Its Terms), Even If Depositor Is Not A Party. 

                   

                   

                  Examples:
                    Servicing Agreement, Custodial Agreement.

                	 	 	 	 	 	 
	
                  1.03

                	
                  Bankruptcy
                    Or Receivership

                	 	 	 	 	 	 
	
                  Disclosure
                    Is Required Regarding The Bankruptcy Or Receivership, If Known
                    To The
                    Master Servicer, With Respect To Any Of The Following: 

                   

                  Sponsor
                    (Seller), Depositor, Master Servicer, Affiliated Servicer, Other
                    Servicer
                    Servicing 20% Or More Of Pool Assets At Time Of Report, Other
                    Material
                    Servicers, Certificate Administrator, Trustee, Significant Obligor,
                    Credit
                    Enhancer (10% Or More), Derivatives Counterparty,
                    Custodian

                	
                  X

                	
                  X

                	
                  X 

                	
                  X

                	
                  X 

                	
                  X

                
	
                  2.04

                	
                  Triggering
                    Events That Accelerate Or Increase A Direct Financial Obligation
                    Or An
                    Obligation Under An Off-Balance Sheet Arrangement

                	 	 	 	 	 	 
	
                  Includes
                    An Early Amortization, Performance Trigger Or Other Event, Including
                    Event
                    Of Default, That Would Materially Alter The Payment Priority/Distribution
                    Of Cash Flows/Amortization Schedule.

                   

                  Disclosure
                    Will Be Made Of Events Other Than Waterfall Triggers Which Are
                    Disclosed
                    In The Monthly Statement To Certificateholders

                	 	
                  X

                	
                  X

                	 	 	 
	
                  3.03

                	
                  Material
                    Modification To Rights Of Security Holders

                	 	 	 	 	 	 
	
                  Disclosure
                    Is Required Of Any Material Modification To Documents Defining
                    The Rights
                    Of Certificateholders, Including The Pooling And Servicing
                    Agreement

                	 	 	
                  X

                	 	
                  X

                	 
	
                  5.03

                	
                  Amendments
                    To Articles Of Incorporation Or Bylaws; Change In Fiscal
                    Year

                	 	 	 	 	 	 
	
                  Disclosure
                    Is Required Of Any Amendment “To The Governing Documents Of The Issuing
                    Entity”

                	 	 	 	 	
                  X

                	 
	
                  5.06

                	
                  Change
                    In Shell Company Status

                	 	 	 	 	 	 
	
                  [Not
                    Applicable To Abs Issuers]

                	 	 	 	 	
                  X

                	 
	
                  6.01

                	
                  Abs
                    Informational And Computational Material

                	 	 	 	 	 	 
	
                  [Not
                    Included In Reports To Be Filed Under Section 3.18]

                	 	 	 	 	
                  X

                	 
	
                  6.02

                	
                  Change
                    Of Servicer Or Trustee

                	 	 	 	 	 	 
	
                  Requires
                    Disclosure Of Any Removal, Replacement, Substitution Or Addition
                    Of Any
                    Master Servicer, Affiliated Servicer, Other Servicer Servicing
                    10% Or More
                    Of Pool Assets At Time Of Report, Other Material Servicers, Certificate
                    Administrator Or Trustee. 

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	 
	 	
                  Reg
                    Ab Disclosure About Any New Servicer Is Also Required.

                	
                  X

                	 	 	 	 	 
	
                  Reg
                    Ab Disclosure About Any New Trustee Is Also Required.

                	 	 	
                  X

                  (To
                    The Extent Of A New Trustee)

                	 	 	 
	
                  6.03

                	
                  Change
                    In Credit Enhancement Or Other External Support [In This Transaction
                    There
                    Is No External Enhancement Or Other Support.]

                	 	 	 	 	 	 
	
                  Covers
                    Termination Of Any Enhancement In Manner Other Than By Its Terms,
                    The
                    Addition Of An Enhancement, Or A Material Change In The Enhancement
                    Provided. Applies To External Credit Enhancements As Well As
                    Derivatives.
                    

                	 	 	
                  X

                	 	
                  X

                	 
	 	
                  Reg
                    Ab Disclosure About Any New Enhancement Provider Is Also
                    Required.

                	 	 	
                  X

                	 	
                  X

                	 
	
                  6.04

                	
                  Failure
                    To Make A Required Distribution

                	 	 	
                  X

                	 	 	 
	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	 	 	 	 	 	 
	
                  If
                    Any Material Pool Characteristic Differs By 5% Or More At The
                    Time Of
                    Issuance Of The Securities From The Description In The Final
                    Prospectus,
                    Provide Updated Reg Ab Disclosure About The Actual Asset
                    Pool.

                	 	 	 	 	
                  X

                	
                   

                
	
                  If
                    There Are Any New Servicers Or Originators Required To Be Disclosed
                    Under
                    Regulation Ab As A Result Of The Foregoing, Provide The Information
                    Called
                    For In Items 1108 And 1110 Respectively.

                	 	 	 	 	
                  X

                	 
	
                  7.01

                	
                  Regulation
                    Fd Disclosure

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  8.01

                	
                  Other
                    Events

                	 	 	 	 	 	 
	
                  Any
                    Event, With Respect To Which Information Is Not Otherwise Called
                    For In
                    Form 8-K, That The Registrant Deems Of Importance To Security
                    Holders.

                	 	 	 	 	
                  X

                	 
	
                  9.01

                	
                  Financial
                    Statements And Exhibits

                	
                  The
                    Responsible Party Applicable To Reportable Event.

                
	
                  10-K

                	
                  Must
                    Be Filed Within 90 Days Of The Fiscal Year End For The
                    Registrant.

                	 	 	 
	
                  9b

                	
                  Other
                    Information

                	 	 	 	 	 	 
	 	 	
                  Disclose
                    Any Information Required To Be Reported On Form 8-K During The
                    Fourth
                    Quarter Covered By The Form 10-K But Not Reported

                	
                  The
                    Responsible Party For The Applicable Form 8-K Item As Indicated
                    Above.

                
	 	
                  15

                	
                  Exhibits
                    And Financial Statement Schedules

                	 	 	 	 	 	 
	
                  Item
                    1112(B) - Significant
                    Obligor Financial Information

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1114(B)(2) - Credit Enhancement Provider Financial
                    Information

                	 	 	 	 	 	 
	
                  Determining
                    Applicable Disclosure Threshold

                	 	 	 	 	
                  X

                	 
	
                  Obtain
                    Required Financial Information Or Effecting Incorporation By
                    Reference

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1115(B) - Derivative Counterparty Financial
                    Information

                	 	 	 	 	 	 
	
                  Determining
                    Current Maximum Probable Exposure

                	 	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    Current Significance Percentage

                	 	 	
                  X

                	 	 	 
	
                  Notify
                    Derivative Counterparty Of Significance Percentage And Request
                    Required
                    Financial Information

                	 	 	
                  X

                	 	 	 
	
                  Obtain
                    Required Financial Information Or Effecting Incorporation By
                    Reference

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1117 - Legal Proceedings Pending Against The Following Entities,
                    Or Their
                    Respective Property, That Is Material To Certificateholders,
                    Including
                    Proceedings Known To Be Contemplated By Governmental
                    Authorities:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Issuing
                    Entity

                	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or
                    More Of
                    Pool Assets At Time Of Report, Other Material Servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator
                    Of 20% Or More Of Pool Assets As Of The Cut-Off Date

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  Item
                    1119 - Affiliations And Relationships Between The Following Entities,
                    Or
                    Their Respective Affiliates, That Are Material To
                    Certificateholders:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Master
                    Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or
                    More Of
                    Pool Assets At Time Of Report, Other Material Servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	 	
                  X

                	 
	
                  Significant
                    Obligor

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1122 - Assessment Of Compliance With Servicing
                    Criteria

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  X

                	
                  X

                	 	 	 	 


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        P

      


      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

      Fax:
        (212) 272-2000

      E-mail:
        regabnotifications@bear.com

       

      Wells
        Fargo Bank, N.A. as Trustee 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Attn:
        Corporate Trust Services - BSABS I 2007-AC3-SEC REPORT PROCESSING

       

      RE:
        **Additional Form [ ] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
        as of
        March 1, 2007, among Bear Stearns Asset Backed Securities I LLC, as Depositor,
        EMC Mortgage Corporation, as Master Servicer, Seller and Company and Wells
        Fargo
        Bank, National Association, as Trustee. The Undersigned hereby notifies you
        that
        certain events have come to our attention that [will][may] need to be disclosed
        on Form [ ].

       

      Description
        of Additional Form [ ] Disclosure:

       

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [ ]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ].

       

      [NAME
        OF
        PARTY]

       

      as
        [role]

       

      


       

      By:
        ________________________

      Name:

      Title:

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        Q-1

       

      FIFTH
        THIRD SERVICING AGREEMENT

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


        


        


        


        EMC
          MORTGAGE CORPORATION 

        Purchaser,

        


        FIFTH
          THIRD MORTGAGE COMPANY

        Company,

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        Dated
          as
          of September 1, 2002

        


        


        


        


        


        (Fixed
          and Adjustable Rate Mortgage Loans)

         

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        TABLE
          OF CONTENTS

         

        
          
            	
                    ARTICLE
                      I

                  
	 	 
	
                    Section
                      1.01 

                  	
                    Defined
                      Terms

                  
	 	 
	
                    ARTICLE
                      II

                  
	 	 
	
                    Section
                      2.01 

                  	
                    Agreement
                      to Purchase

                  
	
                    Section
                      2.02 

                  	
                    Purchase
                      Price

                  
	
                    Section
                      2.03 

                  	
                    Servicing
                      of Mortgage Loans

                  
	
                    Section
                      2.04 

                  	
                    Record
                      Title and Possession of Mortgage Files; Maintenance of Servicing
                      Files

                  
	
                    Section
                      2.05 

                  	
                    Books
                      and Records

                  
	
                    Section
                      2.06 

                  	
                    Transfer
                      of Mortgage Loans

                  
	
                    Section
                      2.07 

                  	
                    Delivery
                      of Mortgage Loan Documents

                  
	
                    Section
                      2.08 

                  	
                    Quality
                      Control Procedures

                  
	
                    Section
                      2.09 

                  	
                    [Reserved}

                  
	
                    Section
                      2.10 

                  	
                    Modification
                      of Obligations

                  
	 	 
	
                    ARTICLE
                      III

                  
	 	 
	
                    Section
                      3.01 

                  	
                    Representations
                      and Warranties of the Company

                  
	
                    Section
                      3.02 

                  	
                    Representations
                      and Warranties as to Individual Mortgage Loans

                  
	
                    Section
                      3.03

                  	
                    Repurchase;
                      Substitution

                  
	
                    Section
                      3.04 

                  	
                    Representations
                      and Warranties of the Purchaser

                  
	 	 
	
                    ARTICLE
                      IV

                  
	 	 
	
                    Section
                      4.01 

                  	
                    Company
                      to Act as Servicer

                  
	
                    Section
                      4.02 

                  	
                    Collection
                      of Mortgage Loan Payments

                  
	
                    Section
                      4.03 

                  	
                    Realization
                      Upon Defaulted Mortgage Loans

                  
	
                    Section
                      4.04 

                  	
                    Establishment
                      of Custodial Accounts; Deposits in Custodial Accounts

                  
	
                    Section
                      4.05 

                  	
                    Permitted
                      Withdrawals from the Custodial Account

                  
	
                    Section
                      4.06 

                  	
                    Establishment
                      of Escrow Accounts; Deposits in Escrow Accounts

                  
	
                    Section
                      4.07 

                  	
                    Permitted
                      Withdrawals From Escrow Account

                  
	
                    Section
                      4.08 

                  	
                    Payment
                      of Taxes, Insurance and Other Charges; Maintenance of Primary
                      Mortgage
                      Insurance Policies; Collections Thereunder

                  
	
                    Section
                      4.09 

                  	
                    Transfer
                      of Accounts

                  
	
                    Section
                      4.10 

                  	
                    Maintenance
                      of Hazard Insurance

                  
	
                    Section
                      4.11 

                  	
                    Maintenance
                      of Mortgage Impairment Insurance Policy

                  
	
                    Section
                      4.12 

                  	
                    Fidelity
                      Bond, Errors and Omissions Insurance

                  
	
                    Section
                      4.13 

                  	
                    Title,
                      Management and Disposition of REO Property

                  
	
                    Section
                      4.14 

                  	
                    Notification
                      of Maturity Date

                  
	 	 
	
                    ARTICLE
                      V

                  
	 	 
	
                    Section
                      5.01 

                  	
                    Distributions

                  
	
                    Section
                      5.02 

                  	
                    Statements
                      to the Purchaser

                  
	
                    Section
                      5.03 

                  	
                    Monthly
                      Advances by the Company

                  
	
                    Section
                      5.04 

                  	
                    Liquidation
                      Reports

                  
	 	 
	
                    ARTICLE
                      VI

                  
	 	 
	
                    Section
                      6.01 

                  	
                    Assumption
                      Agreements

                  
	
                    Section
                      6.02 

                  	
                    Satisfaction
                      of Mortgages and Release of Mortgage Files

                  
	
                    Section
                      6.03 

                  	
                    Servicing
                      Compensation

                  
	
                    Section
                      6.04 

                  	
                    Annual
                      Statement as to Compliance

                  
	
                    Section
                      6.05 

                  	
                    Annual
                      Independent Certified Public Accountants’ Servicing
                      Report

                  
	
                    Section
                      6.06 

                  	
                    Purchaser’s
                      Right to Examine Company Records

                  
	 	 
	
                    ARTICLE
                      VII

                  
	 	 
	
                    Section
                      7.01 

                  	
                    Company
                      Shall Provide Information as Reasonably Required

                  
	 	 
	 	 
	
                    ARTICLE
                      VIII

                  
	 	 
	
                    Section
                      8.01 

                  	
                    Indemnification;
                      Third Party Claims

                  
	
                    Section
                      8.02 

                  	
                    Merger
                      or Consolidation of the Company

                  
	
                    Section
                      8.03 

                  	
                    Limitation
                      on Liability of the Company and Others

                  
	
                    Section
                      8.04 

                  	
                    Company
                      Not to Assign or Resign

                  
	
                    Section
                      8.05 

                  	
                    No
                      Transfer of Servicing

                  
	
                     

                  	 
	
                    ARTICLE
                      IX

                  
	 	 
	
                    Section
                      9.01 

                  	
                    Events
                      of Default

                  
	
                    Section
                      9.02 

                  	
                    Waiver
                      of Defaults

                  
	 	 
	
                    ARTICLE
                      X

                  
	 	 
	
                    Section
                      10.01 

                  	
                    Termination

                  
	 	 
	
                    ARTICLE
                      XI

                  
	 	 
	
                    Section
                      11.01 

                  	
                    Successor
                      to the Company

                  
	
                    Section
                      11.02 

                  	
                    Amendment

                  
	
                    Section
                      11.03 

                  	
                    Recordation
                      of Agreement

                  
	
                    Section
                      11.04 

                  	
                    Governing
                      Law

                  
	
                    Section
                      11.05 

                  	
                    Notices

                  
	
                    Section
                      11.06 

                  	
                    Severability
                      of Provisions

                  
	
                    Section
                      11.07 

                  	
                    Exhibits

                  
	
                    Section
                      11.08 

                  	
                    General
                      Interpretive Principles

                  
	
                    Section
                      11.09 

                  	
                    Reproduction
                      of Documents

                  
	
                    Section
                      11.10 

                  	
                    Confidentiality
                      of Information

                  
	
                    Section
                      11.11 

                  	
                    Recordation
                      of Assignment of Mortgage

                  
	
                    Section
                      11.12 

                  	
                    Assignment
                      by Purchaser

                  
	
                    Section
                      11.13 

                  	
                    No
                      Partnership

                  
	
                    Section
                      11.14 

                  	
                    Execution:
                      Successors and Assigns

                  
	
                    Section
                      11.15 

                  	
                    Entire
                      Agreement

                  
	
                    Section
                      11.16 

                  	
                    No
                      Solicitation

                  
	
                    Section
                      11.17 

                  	
                    Closing

                  
	
                    Section
                      11.18 

                  	
                    Cooperation
                      of Company with
                      Reconstitution

                  


          

        

         

        

          
            	
                    EXHIBITS

                  	 
	
                    A
                      

                  	
                    Contents
                      of Mortgage File

                  
	
                    B
                      

                  	
                    Custodial
                      Account Letter Agreement

                  
	
                    C
                      

                  	
                    Escrow
                      Account Letter Agreement

                  
	
                    D
                      

                  	
                    Form
                      of Assignment, Assumption and Recognition Agreement

                  
	
                    E
                      

                  	
                    Form
                      of Trial Balance

                  
	
                    F
                      

                  	
                    [reserved]

                  
	
                    G
                      

                  	
                    Request
                      for Release of Documents and Receipt

                  
	
                    H
                      

                  	
                    Company’s
                      Underwriting Matrix

                  
	
                    I
                      

                  	
                    Form
                      of Term Sheet

                  


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        This
          is a
          Purchase, Warranties and Servicing Agreement, dated as of September 1,
          2002 and
          is executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices
          located
          at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas
          75038
          (the "Purchaser"), and Fifth
          Third Mortgage Company, with offices located at 38 Fountain Square, MD
          1com 56,
          Cincinnati, Ohio 45202 (the
          "Company").

        


        W I T N E&
          #160;S S E T H
          :

        


        WHEREAS,
          the Purchaser has heretofore agreed to purchase from the Company and the
          Company
          has heretofore agreed to sell to the Purchaser, from time to time, certain
          Mortgage Loans on a servicing retained basis; 

        


        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 Mortgage Loan Schedule, which is annexed
          to
          the related Term Sheet; and

        


        WHEREAS,
          the Purchaser and the Company wish to prescribe the representations and
          warranties of the Company with respect to itself and the Mortgage Loans
          and the
          management, 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

        


        Section
          1.01 Defined
          Terms.

        


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

        


        Accepted
          Servicing Practices:
          With
          respect to any Mortgage Loan, those mortgage servicing practices (including
          collection procedures) of prudent mortgage banking institutions which service
          mortgage loans of the same type as such Mortgage Loan in the jurisdiction
          where
          the related Mortgaged Property is located, and which are in accordance
          with
          Fannie Mae servicing practices and procedures, for MBS pool mortgages,
          as
          defined in the Fannie Mae Guides including future updates. 

        


        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.

        


        Agreement:
          This
          Purchase, Warranties and Servicing Agreement including all exhibits hereto,
          amendments hereof and supplements hereto.

        


        Appraised
          Value:
          With
          respect to any Mortgaged Property, the value thereof as determined by an
          appraisal made for the originator of the Mortgage Loan at the time of
          origination of the Mortgage Loan by an appraiser who met the requirements
          of the
          Company and Fannie Mae. 

        


        Assignment:
          An
          individual 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 of record
          the sale
          or transfer of the Mortgage Loan.

         

        BIF:
          The
          Bank Insurance Fund, or any successor thereto.

        


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

        


        


        Closing
          Date:
          With
          respect to any Mortgage Loan, the date stated on the related Term Sheet.
          

         

        Code:  The
          Internal Revenue Code of 1986, or any successor statute thereto.

        


        Company:
          Fifth
          Third Mortgage Company, their successors in interest and assigns, as permitted
          by this Agreement.

        


        Company's
          Officer's Certificate:
          A
          certificate signed by the Chairman of the Board, President, any Vice President
          or Treasurer of Company stating the date by which Company expects to receive
          any
          missing documents sent for recording from the applicable recording
          office.

        


        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.

        


        Confirmation:
          The
          trade confirmation letter between the Purchaser and the Company which relates
          to
          the Mortgage Loans.

        


        Co-op
          Lease:
          With
          respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
          by
          the Mortgagor and relating to the stock allocated to the related dwelling
          unit.

        


        Co-op
          Loan:
          A
          Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
          in a
          residential cooperative housing corporation and a collateral assignment
          of the
          related Co-op Lease.

        


        Current
          Appraised Value: With
          respect to any Mortgaged Property, the value thereof as determined by an
          appraisal made for the Company (by an appraiser who met the requirements
          of the
          Company and Fannie Mae) at the request of a Mortgagor for the purpose of
          canceling a Primary Mortgage Insurance Policy in accordance with federal,
          state
          and local laws and regulations or otherwise made at the request of the
          Company
          or Mortgagor.

        


        Current
          LTV: The
          ratio
          of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
          Value of the Mortgaged Property.

        


        Custodial
          Account:
          Each
          separate demand account or accounts created and maintained pursuant to
          Section
          4.04 which shall be entitled "[_____________________], in trust for the
          [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
          in an Eligible Account, in the name of the Person that is the "Purchaser"
          with
          respect to the related Mortgage Loans.

         

        Custodian:
          With
          respect to any Mortgage Loan, the entity stated on the related Term Sheet,
          and
          its successors and assigns, as custodian for the Purchaser.

        


        Cut-off
          Date:
          With
          respect to any Mortgage Loan, the date stated on the related Term Sheet.
          

        


        Determination
          Date:
          The
          15th day (or if such 15th day is not a Business Day, the Business Day
          immediately preceding such 15th day) of the month of the related Remittance
          Date.

        


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

        


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

        


        Eligible
          Account:
          An
          account established and maintained: (i) within FDIC insured accounts created,
          maintained and monitored by the Company so that all funds deposited therein
          are
          fully insured, or (ii) as a trust account with the corporate trust department
          of
          a depository institution or trust company organized under the laws of the
          United
          States of America or any one of the states thereof or the District of Columbia
          which is not affiliated with the Company (or any sub-servicer) or (iii)
          with an
          entity which is an institution whose deposits are insured by the FDIC,
          the
          unsecured and uncollateralized long-term debt obligations of which shall
          be
          rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc.
          or one of the two highest short-term ratings by any applicable Rating Agency,
          and which is either (a) a federal savings association duly organized, validly
          existing and in good standing under the federal banking laws, (b) an institution
          duly organized, validly existing and in good standing under the applicable
          banking laws of any state, (c) a national banking association under the
          federal
          banking laws, or (d) a principal subsidiary of a bank holding company,
          or (iv)
          if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
          the equivalent required ratings of each Rating Agency, and held such that
          the
          rights of the Purchaser and the owner of the Mortgage Loans shall be fully
          protected against the claims of any creditors of the Company (or any
          sub-servicer) and of any creditors or depositors of the institution in
          which
          such account is maintained or (v) in a separate non-trust account without
          FDIC
          or other insurance in an Eligible Institution. In the event that a Custodial
          Account is established pursuant to clause (iii), (iv) or (v) of the preceding
          sentence, the Company shall provide the Purchaser with written notice on
          the
          Business Day following the date on which the applicable institution fails
          to
          meet the applicable ratings requirements.

        


        Eligible
          Institution:
          Fifth
          Third Mortgage Company, or an institution having (i) the highest short-term
          debt
          rating, and one of the two highest long-term debt ratings of each Rating
          Agency;
          or (ii) with respect to any Custodial Account, an unsecured long-term debt
          rating of at least one of the two highest unsecured long-term debt ratings
          of
          each Rating Agency.

        


        Equity
          Take-Out Refinanced Mortgage Loan:
          A
          Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
          principal balance of the existing mortgage loan as defined in the Fannie
          Mae
          Guide(s). 

        


        Escrow
          Account:
          Each
          separate trust account or accounts created and maintained pursuant to Section
          4.06 which shall be entitled "__________________, in trust for the [Purchaser],
          Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall
          be
          established in an Eligible Account, in the name of the Person that is the
          "Purchaser" with respect to the related Mortgage Loans.

        


        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 document.

        


        Event
          of Default:
          Any one
          of the conditions or circumstances enumerated in Section 9.01.

        


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

        


        Fannie
          Mae Guide(s):
          The
          Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
          or additions thereto.

        


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

        


        FHLMC:
          The
          Federal Home Loan Mortgage Corporation, or any successor thereto.

        


        FHLMC
          Guide:
          The
          FHLMC Single Family Seller/Servicer Guide and all amendments or additions
          thereto.

        


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

        


        FIRREA:
          The
          Financial Institutions Reform, Recovery, and Enforcement Act of
          1989.

        


        GAAP:
          Generally accepted accounting principles,

        consistently
          applied.

        


        HUD:
          The
          United States Department of Housing and Urban Development or any
          successor.

        


        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 rate thereon.

        


        Initial
          Rate Cap: As
          to
          each adjustable rate Mortgage Loan, where applicable, the maximum increase
          or
          decrease in the Mortgage Interest Rate on the first Adjustment
          Date.

        


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

        


        Lender
          Paid Mortgage Insurance Rate:
          The
          Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to
          the
          percentage shown on the Mortgage Loan Schedule.

        


        Lender
          Primary Mortgage Insurance Policy:
          Any
          Primary Mortgage Insurance Policy for which premiums are paid by the Company.
          

        


        Lifetime
          Rate Cap:
          As to
          each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate
          over the
          term of such Mortgage Loan. 

        


        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.

        


        Loan-to-Value
          Ratio or LTV:
          With
          respect to any Mortgage Loan, the ratio of the original outstanding principal
          amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
          Property as of the Origination Date with respect to a Refinanced Mortgage
          Loan,
          and (ii) the lesser of the Appraised Value of the Mortgaged Property as
          of the
          Origination Date or the purchase price of the Mortgaged Property with respect
          to
          all other Mortgage Loans.

        


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

        


        Monthly
          Advance:
          The
          aggregate of the advances made by the Company on any Remittance Date pursuant
          to
          Section 5.03.

        


        Monthly
          Payment:
          The
          scheduled monthly payment of principal and interest on a Mortgage Loan
          which is
          payable by a Mortgagor under the related Mortgage Note.

        


        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.

        


        Mortgage
          File:
          The
          mortgage documents pertaining to a particular Mortgage Loan which are specified
          in Exhibit A hereto and any additional documents required to be added to
          the
          Mortgage File pursuant to this Agreement.

        


        Mortgage
          Impairment Insurance Policy:
          A
          mortgage impairment or blanket hazard insurance policy as required by Section
          4.11.

        


        Mortgage
          Interest Rate:
          The
          annual rate at which interest accrues on any Mortgage Loan, which may be
          adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
          with the provisions of the related 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 attached to the related Term Sheet, which Mortgage
          Loan
          includes without limitation the 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, excluding
          replaced or repurchased mortgage loans.

        


        Mortgage
          Loan Documents:
          The
          documents listed in
          Exhibit A.

        


        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 minus the Lender Paid Mortgage Insurance Rate.

        


        Mortgage
          Loan Schedule:
          The
          schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
          setting forth the following information with respect to each Mortgage Loan
          in
          the related Mortgage Loan Package:

        


        (1) the
          Company's Mortgage Loan identifying number;

        


        (2) the
          Mortgagor's first and last name;

        


        (3)
           the
          street address of the Mortgaged Property including the city, state and
          zip
          code;

        


        (4) a
          code
          indicating whether the Mortgaged Property is owner-occupied, a second home
          or an
          investor property;

        


        (5) the
          type
          of residential property constituting the Mortgaged Property;

        


        
          (6) the
            original months to maturity of the Mortgage Loan;

        

        


        (7) the
          remaining months to maturity from the related Cut-off Date, based on the
          original amortization schedule and, if different, the maturity expressed
          in the
          same manner but based on the actual amortization schedule;

        


        (8) the
          Sales
          Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
          origination;

        


        (9) the
          Mortgage Interest Rate as of origination and as of the related Cut-off
          Date;
          with respect to each adjustable rate Mortgage Loan, the initial Adjustment
          Date,
          the next Adjustment Date immediately following the related Cut-off Date,
          the
          Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if
          any,
          minimum Mortgage Interest Rate under the terms of the Mortgage Note and
          the
          Lifetime Rate Cap;

        


        (10) the
          Origination Date of the Mortgage Loan;

        


        (11) the
          stated maturity date;

        


        (12) the
          amount of the Monthly Payment at origination;

        


        (13) the
          amount of the Monthly Payment as of the related Cut-off Date;

        


        (14) the
          original principal amount of the Mortgage Loan; 

        


        (15) the
          scheduled Stated Principal Balance of the Mortgage Loan as of the close
          of
          business on the related Cut-off Date, after deduction of payments of principal
          due on or before the related Cut-off Date whether or not collected;

        


        (16)
          a
          code indicating the purpose of the Mortgage Loan (i.e., purchase, rate
          and term
          refinance, equity take-out refinance); 

        


        (17)
          a
          code indicating the documentation style (i.e. full, alternative, etc.);
          

        


        (18) the
          number of times during the twelve (12) month period preceding the related
          Closing Date that any Monthly Payment has been received after the month
          of its
          scheduled due date;

        


        (19) the
          date
          on which the first payment is or was due; 

        


        
          (20)
            a
            code
            indicating whether or not the Mortgage Loan is the subject of a Primary
            Mortgage
            Insurance Policy and the name of the related insurance carrier;


        

        


        (21)
           a
          code
          indicating whether or not the Mortgage Loan is currently convertible and
          the
          conversion spread; 

        


        (22)
           the
          last
          Due Date on which a Monthly Payment was actually applied to the unpaid
          principal
          balance of the Mortgage Loan.

        


        (23)
           product
          type (i.e. fixed, adjustable, 3/1, 5/1, etc.); 

        


        
          (24)
            credit
            score and/or mortgage score, if applicable;

        

        


        (25) a
          code
          indicating whether or not the Mortgage Loan is the subject of a Lender
          Primary
          Mortgage Insurance Policy and the name of the related insurance carrier
          and the
          Lender Paid Mortgage Insurance Rate; 

        


        (26)
          a
          code
          indicating whether or not the Mortgage Loan has a prepayment penalty and
          if so,
          the amount and term thereof; and

        


        (27) the
          Current Appraised Value of the Mortgage Loan and Current LTV, if
          applicable.

        


        With
          respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
          attached to the related Term Sheet shall set forth the following information,
          as
          of the related Cut-off Date:

        


        (1) the
          number of Mortgage Loans;

        


        (2) the
          current aggregate outstanding principal balance of the Mortgage
          Loans;

        


        (3) the
          weighted average Mortgage Interest Rate of the Mortgage Loans; 

        


        (4) the
          weighted average maturity of the Mortgage Loans; and

        


        (5)
           the
          weighted average months to next Adjustment Date;

         

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

        


        Mortgaged
          Property:
          The
          underlying real property securing repayment of a Mortgage Note, consisting
          of a
          single parcel of real estate considered to be real estate under the laws
          of the
          state in which such real property is located which may include condominium
          units
          and planned unit developments, improved by a residential dwelling; except
          that
          with respect to real property located in jurisdictions in which the use
          of
          leasehold estates for residential properties is a widely-accepted practice,
          a
          leasehold estate of the Mortgage, the term of which is equal to or longer
          than
          the term of the Mortgage. 

        


        Mortgagor:
          The
          obligor on a Mortgage Note. 

        


        OCC:
          Office
          of the Comptroller of the Currency, its successors and assigns.

        


        Officers'
          Certificate:
          A
          certificate signed by the Chairman of the Board, the Vice Chairman of the
          Board,
          the President, a Senior Vice President or a Vice President or 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 party on behalf
          of
          whom the opinion is being given, reasonably acceptable to the
          Purchaser.

        


        Origination
          Date:
          The
          date on which a Mortgage Loan funded, which date shall not, in connection
          with a
          Refinanced Mortgage Loan, be the date of the funding of the debt being
          refinanced, but rather the closing of the debt currently outstanding under
          the
          terms of the Mortgage Loan Documents. 

        


        OTS:
          Office
          of Thrift Supervision, its successors and assigns.

        


        Periodic
          Rate Cap:
          As to
          each adjustable rate Mortgage Loan, the maximum increase or decrease in
          the
          Mortgage Interest Rate on any Adjustment Date, as set forth in the related
          Mortgage Note and the related Mortgage Loan Schedule.

        


        Permitted
          Investments:
          Any one
          or more of the following obligations or securities:

        


        (i) direct
          obligations of, and obligations fully guaranteed by the United States of
          America
          or any agency or instrumentality of the United States of America the obligations
          of which are backed by the full faith and credit of the United States of
          America; 

        


        
          	 	
                  (ii)
                    (a) demand or time deposits, federal funds or bankers' acceptances
                    issued
                    by any depository institu-tion or trust company incorporated
                    under the
                    laws of the United States of America or any state thereof and
                    subject to
                    supervision and examination by federal and/or state banking authorities,
                    provided that the commercial paper and/or the short-term deposit
                    rating
                    and/or the long-term unsecured debt obligations or deposits of
                    such
                    depository institution or trust company at the time of such investment
                    or
                    contractual commitment providing for such investment are rated
                    in one of
                    the two highest rating categories by each Rating Agency and (b)
                    any other
                    demand or time deposit or certificate of deposit that is fully
                    insured by
                    the FDIC;

                


        

        


        
          	 	
                  (iii)
                    repurchase obligations with a term not to exceed thirty (30)
                    days and with
                    respect to (a) any security described in clause (i) above and
                    entered into
                    with a depository institution or trust company (acting as principal)
                    described in clause (ii)(a) above;

                


        

        


        
          	 	
                  (iv)
                    securities bearing interest or sold at a discount issued by any
                    corporation incorporated under the laws of the United States
                    of America or
                    any state thereof that are rated in one of the two highest rating
                    categories by each Rating Agency at the time of such in-vestment
                    or
                    contractual commitment providing for such investment; provided,
                    however,
                    that securities issued by any particular corporation will not
                    be Permitted
                    Investments to the extent that investments therein will cause
                    the then
                    outstanding principal amount of secur-ities issued by such corporation
                    and
                    held as Permitted Investments to exceed 10% of the aggregate
                    outstand-ing
                    principal balances of all of the Mortgage Loans and Permitted
                    Investments;

                


        

        


        
          	 	
                  (v)
                    commercial paper (including both non-interest-bearing discount
                    obligations
                    and interest-bearing obliga-tions payable on demand or on a specified
                    date
                    not more than one year after the date of issuance there-of) which
                    are
                    rated in one of the two highest rating categories by each Rating
                    Agency at
                    the time of such investment;

                


        

        


        
          	 	
                  (vi)
                    any other demand, money market or time deposit, obligation, security
                    or
                    investment as may be acceptable to each Rating Agency as evidenced
                    in
                    writing by each Rating Agency; and

                


        

        


        
          	 	
                  (vii)
                    any money market funds the collateral of which consists of obligations
                    fully guaranteed by the United States of America or any agency
                    or
                    instru-ment-al-ity of the United States of America the obligations
                    of
                    which are backed by the full faith and credit of the United States
                    of
                    America (which may include repurchase obligations secured by
                    collateral
                    described in clause (i)) and other securities and which money
                    market funds
                    are rated in one of the two highest rating categories by each
                    Rating
                    Agency. 

                


        

        


        provided,
          however,
          that no
          instrument or security shall be a Permitted Investment if such instrument
          or
          security evidences a right to receive only interest payments with respect
          to the
          ob-li-ga-tions underlying such instrument or if such security provides
          for
          payment of both principal and interest with a yield to matur-ity in excess
          of
          120% of the yield to maturity at par or if such investment or security
          is
          purchased at a price greater than par.

        


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

        


        Prepayment
          Interest Shortfall:
          With
          respect to any Remittance Date, for each Mortgage Loan that was the subject
          of a
          Principal Prepayment during the related Prepayment Period, an amount equal
          to
          the excess of one month’s interest at the applicable Mortgage Loan Remittance
          Rate on the amount of such Principal Prepayment over the amount of interest
          (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
          Mortgagor with respect to such Prepayment Period.

        


        Prepayment
          Period: With
          respect to any Remittance Date, the calendar month preceding the month
          in which
          such Remittance Date occurs.

        


        Primary
          Mortgage Insurance Policy:
          Each
          primary policy of mortgage insurance represented to be in effect pursuant
          to
          Section 3.02(hh), or any replacement policy therefor obtained by the Company
          pursuant to Section 4.08.

        


        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 (Northeast Edition).

        


        Principal
          Prepayment:
          Any
          payment or other recovery of principal on a Mortgage Loan full or partial
          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. 

         

        Purchase
          Price:
          As
          defined in Section 2.02.

        


        Purchaser:
          EMC
          Mortgage Corporation, its successors in interest and assigns.

        


        Qualified
          Appraiser:
          An
          appraiser, duly appointed by the Company, 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 such appraiser and the appraisal made by such appraiser
          both
          satisfy the requirements of Title XI of FIRREA and the regulations promulgated
          thereunder and the requirements of Fannie Mae, all as in effect on the
          date the
          Mortgage Loan was originated.

        


        Qualified
          Insurer:
          An
          insurance company duly qualified as such under the laws of the states in
          which
          the Mortgaged Properties are located, duly authorized and licensed in such
          states to transact the applicable insurance business and to write the insurance
          provided, approved as an insurer by Fannie Mae or FHLMC. 

        


        Rating
          Agency:
          Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
          ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
          the
          nationally recognized rating agencies issuing ratings with respect to such
          securities, if any.

         

        Refinanced
          Mortgage Loan:
          A
          Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
          prior to the origination of such Mortgage Loan and the proceeds of which
          were
          used in whole or part to satisfy an existing mortgage.

        


        REMIC:
          A "real
          estate mortgage investment conduit," as such term is defined in Section
          860D of
          the Code.

        


        REMIC
          Provisions:
          The
          provisions of the federal income tax law relating to REMICs, which appear
          at
          Sections 860A through 860G of the Code, and the related provisions and
          regulations promulgated thereunder, as the foregoing may be in effect from
          time
          to time.

        


        Remittance
          Date:
          The
          18th day of any month, beginning with the First Remittance Date, or if
          such 18th
          day is not a Business Day, the first Business Day immediately preceding
          such
          18th day.

        


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

        


        REO
          Disposition Proceeds:
          Amounts
          received by the Company in connection with a related REO
          Disposition.

        


        REO
          Property:
          A
          Mortgaged Property acquired by the Company on behalf of the Purchaser as
          described in Section 4.13.

        


        Repurchase
          Price:
          With
          respect to any Mortgage Loan, a price equal to (i) the product of the greater
          of
          100% or the percentage of par as stated in the Confirmation multiplied
          by the
          Stated Principal
          Balance
          of such Mortgage Loan on the repurchase date, plus
          (ii)
          interest on such outstanding principal balance at the Mortgage Loan Remittance
          Rate from the last date through which interest has been paid and distributed
          to
          the Purchaser to the end of the month of repurchase, plus, (iii) third
          party
          expenses incurred in connection with the transfer of the Mortgage Loan
          being
          repurchased; 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.

        


        SAIF:
          The
          Savings Association Insurance Fund, or any successor thereto.

        


        Servicing
          Advances:
          All
          customary, reasonable and necessary "out of pocket" costs and expenses
          (including reasonable attorneys' 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, administrative or judicial proceedings,
          or any legal work or advice specifically related to servicing the Mortgage
          Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
          drug seizures, elections, foreclosures by subordinate or superior lienholders,
          and other legal actions incidental to the servicing of the Mortgage Loans
          (provided that such expenses are reasonable and that the Company specifies
          the
          Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request,
          provides documentation supporting such expense (which documentation would
          be
          acceptable to Fannie Mae), and provided further that any such enforcement,
          administrative or judicial proceeding does not arise out of a breach of
          any
          representation, warranty or covenant of the Company hereunder), (c) the
          management and liquidation of the Mortgaged Property if the Mortgaged Property
          is acquired in full or partial satisfaction of the Mortgage, (d) taxes,
          assessments, water rates, sewer rates and other charges which are or may
          become
          a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
          premiums and fire and hazard insurance coverage, (e) any expenses reasonably
          sustained by the Company with respect to the liquidation of the Mortgaged
          Property in accordance with the terms of this Agreement and (f) compliance
          with
          the obligations under Section 4.08.

        


        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 computed. The obligation
          of
          the Purchaser to pay the Servicing Fee is limited to, and the Servicing
          Fee is
          payable solely from, the interest portion of such Monthly Payment collected
          by
          the Company, or as otherwise provided under Section 4.05 and in accordance
          with
          the Fannie Mae Guide(s). Any fee payable to the Company for administrative
          services related to any REO Property as described in Section 4.13 shall
          be
          payable from Liquidation Proceeds of the related REO Property.

        


        Servicing
          Fee Rate:
          As set
          forth in the Term Sheet.

        


        Servicing
          File:
          With
          respect to each Mortgage Loan, the file retained by the Company consisting
          of
          originals of all documents in the Mortgage File which are not delivered
          to the
          Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A,
          the
          originals of which are delivered to the Purchaser or its designee pursuant
          to
          Section 2.04.

        


        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 as of any date of determination, (i) the principal balance
          of
          such Mortgage Loan at the 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 Mortgage
          Loan representing payments or recoveries of principal or advances in lieu
          thereof.

        


        Subservicer:
          Any
          subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
          Agreement. Any subservicer shall meet the qualifications set forth in Section
          4.01.

        


        Subservicing
          Agreement:
          An
          agreement between the Company and a Subservicer, if any, for the servicing
          of
          the Mortgage Loans.

        


        Term
          Sheet:
          A
          supplemental agreement in the form attached hereto as Exhibit I which shall
          be
          executed and delivered by the Company and the Purchaser to provide for
          the sale
          and servicing pursuant to the terms of this Agreement of the Mortgage Loans
          listed on Schedule I attached thereto, which supplemental agreement shall
          contain certain specific information relating to such sale of such Mortgage
          Loans and may contain additional covenants relating to such sale of such
          Mortgage Loans. In the event of any conflict, inconsistency or discrepancy
          between any of the provisions of this Agreement and any of the servicing
          provisions of the related Term Sheet, the provisions of the related Term
          Sheet
          shall control and be binding upon the Purchaser and the Company. 

        


        


        


        ARTICLE
          II

        


        PURCHASE
          OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;

        RECORD
          TITLE AND POSSESSION OF MORTGAGE FILES;

        BOOKS
          AND RECORDS; CUSTODIAL AGREEMENT;

        DELIVERY
          OF MORTGAGE LOAN DOCUMENTS

        


        Section
          2.01 Agreement
          to Purchase.

        


        The
          Company agrees to sell and the Purchaser agrees to purchase the Mortgage
          Loans
          having an aggregate Stated Principal Balance on the related Cut-off Date
          set
          forth in the related Term Sheet in an amount as set forth in the Confirmation,
          or in such other amount as agreed by the Purchaser and the Company as evidenced
          by the actual aggregate Stated Principal Balance of the Mortgage Loans
          accepted
          by the Purchaser on the related Closing Date, with servicing retained by
          the
          Company. The Company shall deliver the related Mortgage Loan Schedule attached
          to the related Term Sheet for the Mortgage Loans to be purchased on the
          related
          Closing Date to the Purchaser at least two (2) Business Days prior to the
          related Closing Date. The Mortgage Loans shall be sold pursuant to this
          Agreement, and the related Term Sheet shall be executed and delivered on
          the
          related Closing Date.

        


        Section
          2.02 Purchase
          Price.

        


        The
          Purchase Price for each Mortgage Loan shall be the percentage of par as
          stated
          in the Confirmation (subject to adjustment as provided therein), multiplied
          by
          the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
          Loan listed on the related Mortgage Loan Schedule attached to the related
          Term
          Sheet, after application of scheduled payments of principal due on or before
          the
          related Cut-off Date whether or not collected. 

        


        In
          addition to the Purchase Price as described above, the Purchaser shall
          pay to
          the Company, at closing, accrued interest on the Stated Principal Balance
          of
          each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
          Remittance Rate of each Mortgage Loan from the related Cut-off Date through
          the
          day prior to the related Closing Date, inclusive.

        


        The
          Purchase Price plus accrued interest as set forth in the preceding paragraph
          shall be paid on the related Closing Date by wire transfer of immediately
          available funds.

        


        Purchaser
          shall be entitled to (1) all scheduled principal due after the related
          Cut-off
          Date, (2) all other recoveries of principal collected on or 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 Company or any
          successor
          servicer after the related Cut-off Date shall belong to the Company), and
          (3)
          all payments of interest on the Mortgage Loans net of applicable Servicing
          Fees
          (minus that portion of any such payment which is allocable to the period
          prior
          to the related Cut-off Date). The outstanding 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,
          together with any unscheduled principal prepayments collected prior to
          the
          related Cut-off Date; provided, however, that 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 shall be the property of the Purchaser. The Company 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 Company
          to the
          Purchaser.

        


        Section
          2.03 Servicing
          of Mortgage Loans.

        


        Simultaneously
          with the execution and delivery of each Term Sheet, the Company does hereby
          agree to directly service the Mortgage Loans listed on the related Mortgage
          Loan
          Schedule attached to the related Term Sheet subject to the terms of this
          Agreement and the related Term Sheet. The rights of the Purchaser to receive
          payments with respect to the related Mortgage Loans shall be as set forth
          in
          this Agreement.

        


        Section
          2.04 Record
          Title and Possession of Mortgage Files;
          Maintenance of Servicing Files.

        


        As
          of the
          related Closing Date, the Company sold, transferred, assigned, set over
          and
          conveyed to the Purchaser, without recourse, and the Company hereby acknowledges
          that the Purchaser has, but subject to the terms of this Agreement and
          the
          related Term Sheet, all the right, title and interest of the Company in
          and to
          the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian
          designated by Purchaser, on or before the related Closing Date, at the
          expense
          of the Company. The Company shall maintain a Servicing File consisting
          of a copy
          of the contents of each Mortgage File and the originals of the documents
          in each
          Mortgage File not delivered to the Purchaser. The Servicing File shall
          contain
          all documents necessary to service the Mortgage Loans. The possession of
          each
          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. From the related
          Closing Date, the ownership of each Mortgage Loan, including the Mortgage
          Note,
          the Mortgage, the contents of the related Mortgage File and all rights,
          benefits, proceeds and obligations arising therefrom or in connection therewith,
          has been vested in the Purchaser. All rights arising out of the Mortgage
          Loans
          including, but not limited to, all funds received on or in connection with
          the
          Mortgage Loans and all records or documents with respect to the Mortgage
          Loans
          prepared by or which come into the possession of the Company shall be received
          and held by the Company in trust for the benefit of the Purchaser as the
          owner
          of the Mortgage Loans. Any portion of the Mortgage Files retained by the
          Company
          shall be appropriately identified in the Company's computer system to clearly
          reflect the ownership of the Mortgage Loans by the Purchaser. The Company
          shall
          release its custody of the contents of the Mortgage Files only in accordance
          with written instructions of the Purchaser, except when 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 or Loans with respect
          thereto
          pursuant to this Agreement and the related Term Sheet, such written instructions
          shall not be required.

        


        Section
          2.05  Books
          and Records.

        


        The
          sale
          of each Mortgage Loan has been 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 the Mortgage Loans that shall be appropriately identified in
          the
          Company's computer system to clearly reflect the ownership of the 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 FHLMC,
          as
          applicable, 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 of any condominium project as required by Fannie Mae
          or
          FHLMC, and periodic inspection reports 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.

        


        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 a Mortgage Loan
          and
          thereafter in accordance with applicable laws and regulations.

        


        In
          addition to the foregoing, Company shall provide to any supervisory agents
          or
          examiners that regulate Purchaser, including but not limited to, the OTS,
          the
          FDIC and other similar entities, access, during normal business hours,
          upon
          reasonable advance notice to Company and without charge to Company or such
          supervisory agents or examiners, to any documentation regarding the Mortgage
          Loans that may be required by any applicable regulator.

        


        Section
          2.06. Transfer
          of Mortgage Loans.

        


        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 any Mortgage Loan unless a notice of the transfer
          of such Mortgage Loan has been delivered to the Company in accordance with
          this
          Section 2.06 and the books and records of the Company 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, provided,
          however, that the transferee will not be deemed to be a Purchaser hereunder
          binding upon the Company unless such transferee shall agree in writing
          to be
          bound by the terms of this Agreement and an original counterpart of the
          instrument of transfer in an Assignment and Assumption of this Agreement
          substantially in the form of Exhibit D hereto executed by the transferee
          shall
          have been delivered to the Company. 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 the previous Purchaser shall be released from its obligations
          hereunder with respect to the Mortgage Loans sold or transferred, except
          with
          respect to any liabilities, claims and/or obligations that arose as a result
          of
          the Purchaser’s ownership of the Mortgage Loans during its period of
          ownership.

        


        Section
          2.07 Delivery
          of Mortgage Loan Documents.

        


        The
          Company shall deliver and release to the Purchaser or its designee the
          Mortgage
          Loan Documents in accordance with the terms of this Agreement and the related
          Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5),
          (6), (7),
          (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company
          to the
          Purchaser or its designee no later than three (3) Business Days prior to
          the
          related Closing Date pursuant to a bailee letter agreement. All other documents
          in Exhibit A hereto, together with all other documents executed in connection
          with the Mortgage Loan that Company may have in its possession, shall be
          retained by the Company in trust for the Purchaser. If the Company cannot
          deliver the original recorded Mortgage Loan Documents or the original policy
          of
          title insurance, including riders and endorsements thereto, on the related
          Closing Date, the Company shall, promptly upon receipt thereof and in any
          case
          not later than 180 days from the related Closing Date, deliver such original
          documents, including original recorded documents, to the Purchaser or its
          designee (unless the Company is delayed in making such delivery by reason
          of the
          fact that such documents shall not have been returned by the appropriate
          recording office). If delivery is not completed within 180 days solely
          due to
          delays in making such delivery by reason of the fact that such documents
          shall
          not have been returned by the appropriate recording office, Company shall
          deliver such document to Purchaser, or its designee, within such time period
          as
          specified in a Company's Officer's Certificate. In the event that documents
          have
          not been received by the date specified in the Company's Officer's Certificate,
          a subsequent Company's Officer's Certificate shall be delivered by such
          date
          specified in the prior Company's Officer's Certificate, stating a revised
          date
          for receipt of documentation. The procedure shall be repeated until the
          documents have been received and delivered. If delivery is not completed
          within
          180 days solely due to delays in making such delivery by reason of the
          fact that
          such documents shall not have been returned by the appropriate recording
          office,
          the Company shall continue to use its best efforts to effect delivery as
          soon as
          possible thereafter, provided that if such documents are not delivered
          by the
          360th day from the date of the related Closing Date, upon the Purchaser’s
          request, the Company shall repurchase the related Mortgage Loans at the
          Repurchase Price in accordance with Section 3.03 hereof.

        


        The
          Company shall pay all initial recording fees, if any, for the assignments
          of
          mortgage and any other fees in connection with the transfer of all original
          documents to the Purchaser or its designee. Company shall prepare, in recordable
          form, all assignments of mortgage necessary to assign the Mortgage Loans
          to
          Purchaser, or its designee. Company shall be responsible for recording
          the
          assignments of mortgage.

        


        Company
          shall provide an original or duplicate original of the title insurance
          policy to
          Purchaser or its designee within ninety (90) days of the receipt of the
          recorded
          documents (required for issuance of such policy) from the applicable recording
          office.

        


        Any
          review by the Purchaser, or its designee, of the Mortgage Files shall in
          no way
          alter or reduce the Company's obligations hereunder.

        


        If
          the
          Purchaser or its designee discovers any defect with respect to a Mortgage
          File,
          the Purchaser shall, or shall cause its designee to, give written specification
          of such defect to the Company which may be given in the exception report
          or the
          certification delivered pursuant to this Section 2.07, or otherwise in
          writing
          and the Company shall cure or repurchase such Mortgage Loan in accordance
          with
          Section 3.03.

        


        The
          Company shall forward to the Purchaser, or its designee, 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
          Purchaser, or its designee, with a certified true copy of any such document
          submitted for recordation within one week 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 (60) days of its submission
          for
          recordation.

        


        From
          time
          to time the Company may have a need for Mortgage Loan Documents to be released
          from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
          upon the written request of the Company, within ten (10) Business Days,
          deliver
          to the Company, any requested documentation previously delivered to Purchaser
          as
          part of the Mortgage File, provided that such documentation is promptly
          returned
          to Purchaser, or its designee, when the Company no longer requires possession
          of
          the document, and provided that during the time that any such documentation
          is
          held by the Company, such possession is in trust for the benefit of Purchaser.
          Company shall indemnify Purchaser, and its designee, from and against any
          and
          all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
          (including court costs and reasonable attorney's fees) resulting from or
          related
          to the loss, damage, or misplacement of any documentation delivered to
          Company
          pursuant to this paragraph.

        


        Section
          2.08 Quality
          Control Procedures.

        


        The
          Company must have an internal quality control program that verifies, on
          a
          regular basis, the existence and accuracy of the legal documents, credit
          documents, property appraisals, and underwriting decisions. The program
          must be
          capable of evaluating and monitoring the overall quality of its loan production
          and servicing activities. The program is to ensure that the Mortgage Loans
          are
          originated and serviced in accordance with prudent mortgage banking practices
          and accounting principles; guard against dishonest, fraudulent, or negligent
          acts; and guard against errors and omissions by officers, employees, or
          other
          authorized persons.

        


        Section
          2.09 [Reserved.]

        


        


        Section
          2.10  Modification
          of Obligations.
          Purchaser may, without any notice to Company, extend, compromise, renew,
          release, change, modify, adjust or alter, by operation of law or otherwise,
          any
          of the obligations of the Mortgagors or other persons obligated under a
          Mortgage
          Loan without releasing or otherwise affecting the obligations of Company
          under
          this Agreement, or with respect to such Mortgage Loan, except to the extent
          Purchaser’s extension, compromise, release, change, modification, adjustment, or
          alteration affects Company’s ability to collect the Mortgage Loan or realize on
          the security of the Mortgage, but then only to the extent such action has
          such
          effect.

        
 

        ARTICLE
          III

        


        REPRESENTATIONS
          AND WARRANTIES OF

        THE
          COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

        


        Section
          3.01 Representations
          and Warranties of the Company. 

        


        The
          Company represents, warrants and covenants to the Purchaser that, as of
          the
          related Closing Date or as of such date specifically provided
          herein:

        


        (a) The
          Company is a corporation, duly organized, validly existing and in good
          standing
          under the laws of the State of Ohio and has all licenses necessary to carry
          out
          its business as now being conducted, and is licensed and qualified to transact
          business in and is in good standing under the laws of each state in which
          any
          Mortgaged Property is located or is otherwise exempt under applicable law
          from
          such licensing or qualification or is otherwise not required under applicable
          law to effect such licensing or qualification and no demand for such licensing
          or qualification has been made upon such Company by any such state, and
          in any
          event such Company is in compliance with the laws of any such state to
          the
          extent necessary to ensure the enforceability of each Mortgage Loan and
          the
          servicing of the Mortgage Loans in accordance with the terms of this
          Agreement;

         

        (b)
          The
          Company has the full power and authority and legal right to hold, transfer
          and
          convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
          and perform, and to enter into and consummate all transactions contemplated
          by
          this Agreement and the related Term Sheet and to conduct its business as
          presently conducted, has duly authorized the execution, delivery and performance
          of this Agreement and the related Term Sheet and any agreements contemplated
          hereby, has duly executed and delivered this Agreement and the related
          Term
          Sheet, and any agreements contemplated hereby, and this Agreement and the
          related Term Sheet and each Assignment to the Purchaser and any agreements
          contemplated hereby, constitutes a legal, valid and binding obligation
          of the
          Company, enforceable against it in accordance with its terms, and all requisite
          corporate action has been taken by the Company to make this Agreement and
          the
          related Term Sheet and all agreements contemplated hereby valid and binding
          upon
          the Company in accordance with their terms; 

        


        (c)
          Neither the execution and delivery of this Agreement and the related Term
          Sheet,
          nor the origination or purchase of the Mortgage Loans by the Company, the
          sale
          of the Mortgage Loans to the Purchaser, the consummation of the transactions
          contemplated hereby, or the fulfillment of or compliance with the terms
          and
          conditions of this Agreement and the related Term Sheet will conflict with
          any
          of the terms, conditions or provisions of the Company's charter or by-laws
          or
          materially conflict with or result in a material breach of any of the terms,
          conditions or provisions of 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 an acceleration under any of the foregoing, or result
          in
          the material violation of any law, rule, regulation, order, judgment or
          decree
          to which the Company or its properties are subject, or impair the ability
          of the
          Purchaser to realize on the Mortgage Loans.

        


        (d)
          There
          is no litigation, suit, proceeding or investigation pending or, to the
          best of
          Company’s knowledge, threatened, or any order or decree outstanding, with
          respect to the Company which, either in any one instance or in the aggregate,
          is
          reasonably likely to have a material adverse effect on the sale of the
          Mortgage
          Loans, the execution, delivery, performance or enforceability of this Agreement
          and the related Term Sheet, or which is reasonably likely to have a material
          adverse effect on the financial condition of the Company.

        


        (e)
          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 related Term Sheet,
          or
          the sale of the Mortgage Loans and delivery of the Mortgage Files to the
          Purchaser or the consummation of the transactions contemplated by this
          Agreement
          or the related Term Sheet, except for consents, approvals, authorizations
          and
          orders which have been obtained;

        


        (f)
          The
          consummation of the transactions contemplated by this Agreement or the
          related
          Term Sheet is in the ordinary course of business of the Company and Company,
          and
          the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
          by the Company pursuant to this Agreement or the related Term Sheet are
          not
          subject to bulk transfer or any similar statutory provisions in effect
          in any
          applicable jurisdiction;

        


        (g)
          The
          origination and servicing practices used by the Company and any prior originator
          or servicer with respect to each Mortgage Note and Mortgage have been legal
          and
          in accordance with applicable laws and regulations and the Mortgage Loan
          Documents, and in all material respects proper and prudent in the mortgage
          origination and servicing business. Each Mortgage Loan has been serviced
          in all
          material respects with Accepted Servicing Practices. With respect to escrow
          deposits and payments that the Company, on behalf of an investor, is entitled
          to
          collect, all such payments are in the possession of, or under the control
          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 and
          the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
          Loan that is the subject of an escrow, escrow of funds is not prohibited
          by
          applicable law and has been established in an amount sufficient to pay
          for every
          escrowed item that remains unpaid and has been assessed but is not yet
          due and
          payable. No escrow deposits or other charges or payments due under the
          Mortgage
          Note have been capitalized under any Mortgage or the related Mortgage
          Note;

        


        (h)
          The
          Company used no selection procedures that identified the Mortgage Loans
          as being
          less desirable or valuable than other comparable mortgage loans in the
          Company's
          portfolio at the related Cut-off Date; 

        


        (i) The
          Company will treat the sale of the Mortgage Loans to the Purchaser as a
          sale for
          reporting and accounting purposes and, to the extent appropriate, for federal
          income tax purposes; 

        


        (j) Company
          is an approved seller/servicer of residential mortgage loans for Fannie
          Mae,
          FHLMC and HUD, with such facilities, procedures and personnel necessary
          for the
          sound servicing of such mortgage loans. The Company is duly qualified,
          licensed,
          registered and otherwise authorized under all applicable federal, state
          and
          local laws, and regulations, if applicable, meets the minimum capital
          requirements set forth by the OCC, and is in good standing to sell mortgage
          loans to and service mortgage loans for Fannie Mae and FHLMC and no event
          has
          occurred which would make Company unable to comply with eligibility requirements
          or which would require notification to either Fannie Mae or FHLMC; 

        


        (k) The
          Company does not believe, nor does it have any cause or reason to believe,
          that
          it cannot perform each and every covenant contained in this Agreement or
          the
          related Term Sheet. 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 with the intent to hinder, delay or defraud any of the
          Company's creditors;

        


        (l) No
          statement, tape, diskette, form, report or other document prepared by,
          or on
          behalf of, Company pursuant to this Agreement or the related Term Sheet
          or in
          connection with the transactions contemplated hereby, contains or will
          contain
          any statement that is or will be inaccurate or misleading in any material
          respect;

        


        (m)
           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. In the opinion of Company, the consideration received
          by
          Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
          and the related Term Sheet constitutes fair consideration for the Mortgage
          Loans
          under current market conditions. 

        


        (n)
           Company
          has delivered to the Purchaser financial statements of its parent, for
          its last
          two complete fiscal years. All such financial information fairly presents
          the
          pertinent results of operations and financial position for the period identified
          and has been prepared in accordance with GAAP consistently applied throughout
          the periods involved, except as set forth in the notes thereto. There has
          been
          no change in the business, operations, financial condition, properties
          or assets
          of the Company since the date of the Company’s financial information that would
          have a material adverse effect on its ability to perform its obligations
          under
          this Agreement;

        


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

        


        Section
          3.02 Representations
          and Warranties as to Individual
          Mortgage Loans.

        


        References
          in this Section to percentages of Mortgage Loans refer in each case to
          the
          percentage of the aggregate Stated Principal Balance of the Mortgage Loans
          as of
          the related Cut-off Date, based on the outstanding Stated Principal Balances
          of
          the Mortgage Loans as of the related Cut-off Date, and giving effect to
          scheduled Monthly Payments due on or prior to the related Cut-off Date,
          whether
          or not received. References to percentages of Mortgaged Properties refer,
          in
          each case, to the percentages of expected aggregate Stated Principal Balances
          of
          the related Mortgage Loans (determined as described in the preceding sentence).
          The Company hereby represents and warrants to the Purchaser, as to each
          Mortgage
          Loan, as of the related Closing Date as follows:

        


          
          (a)
The
          information set forth in the Mortgage Loan Schedule attached to the related
          Term
          Sheet is true, complete and correct in all material respects as of the
          related
          Cut-Off Date;

        


        (b) The
          Mortgage creates a valid, subsisting and enforceable first lien or a first
          priority ownership interest in an estate in fee simple in real property
          securing
          the related Mortgage Note subject to principles of equity, bankruptcy,
          insolvency and other laws of general application affecting the rights of
          creditors;

        


        (c)
          All
          payments due prior to the related Cut-off Date for such Mortgage Loan have
          been
          made as of the related Closing Date; the Mortgage Loan has not been dishonored;
          there are no material defaults under the terms of the Mortgage Loan; the
          Company
          has not advanced its own funds, or induced, solicited or knowingly received
          any
          advance of funds from a party other than the owner of the Mortgaged Property
          subject to the Mortgage, directly or indirectly, for the payment of any
          amount
          required by the Mortgage Loan. As of the related Closing Date, all of the
          Mortgage Loans will have an actual Interest Paid to Date of their related
          Cut-off Date (or later) and will be due for the scheduled monthly payment
          next
          succeeding the Cut-off Date (or later), as evidenced by a posting to Company's
          servicing collection system. No payment under any Mortgage Loan is delinquent
          as
          of the related Closing Date nor has any scheduled payment been more than
          1X30
          days delinquent at any time during the twelve (12) months prior to the
          month of
          the related Closing Date. For purposes of this paragraph, a Mortgage Loan
          will
          be deemed delinquent if any payment due thereunder was not paid by the
          Mortgagor
          in the month such payment was due;

        


        (d)
          There
          are no defaults by Company in complying with the terms of the Mortgage,
          and all
          taxes, governmental assessments, insurance premiums, water, sewer and municipal
          charges, leasehold payments or ground rents which previously became due
          and
          owing have been paid, or escrow funds have been established in an amount
          sufficient to pay for every such escrowed item which remains unpaid and
          which
          has been assessed but is not yet due and payable;

        


        (e)
          The
          terms of the Mortgage Note and the Mortgage have not been impaired, waived,
          altered or modified in any respect, except by written instruments which
          have
          been recorded to the extent any such recordation is required by law, or,
          necessary to protect the interest of the Purchaser. No instrument of waiver,
          alteration or modification has been executed except in connection with
          a
          modification agreement and which modification agreement is part of the
          Mortgage
          File and the terms of which are reflected in the related Mortgage Loan
          Schedule,
          and no Mortgagor has been released, in whole or in part, from the terms
          thereof
          except in connection with an assumption agreement and which assumption
          agreement
          is part of the Mortgage File and the terms of which are reflected in the
          related
          Mortgage Loan Schedule; the substance of any such waiver, alteration or
          modification has been approved by the issuer of any related Primary Mortgage
          Insurance Policy , Lender Primary Mortgage Insurance Policy and title insurance
          policy, to the extent required by the related policies;

        


        (f)
          The
          Mortgage Note and the Mortgage are 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 the Mortgage
          Note or
          Mortgage unenforceable, in whole or in part, or subject to any right of
          rescission, set-off, counterclaim or defense, including the defense of
          usury,
          and no such right of rescission, set-off, counterclaim or defense has been
          asserted with respect thereto; and as of the related Closing Date the Mortgagor
          was not a debtor in any state or federal bankruptcy or insolvency
          proceeding;

        


        (g)
          All
          buildings or other customarily insured improvements upon the Mortgaged
          Property
          are insured by an insurer acceptable under the Fannie Mae or FHLMC Guides,
          against loss by fire, hazards of extended coverage and such other hazards
          as are
          provided for in the Fannie Mae or FHLMC Guide, as well as all additional
          requirements set forth in Section 4.10 of this Agreement. All such standard
          hazard policies are in full force and effect and contain a standard mortgagee
          clause naming the Company and its successors in interest and assigns as
          loss
          payee and such clause is still in effect and all premiums due thereon have
          been
          paid. If required by the Flood Disaster Protection Act of 1973, as amended,
          the
          Mortgage Loan is covered by a flood insurance policy meeting the requirements
          of
          the current guidelines of the Federal Insurance Administration which policy
          conforms to Fannie Mae or FHLMC requirements, as well as all additional
          requirements set forth in Section 4.10 of this Agreement. Such policy was
          issued
          by an insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage
          obligates the Mortgagor thereunder to maintain all such insurance at the
          Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
          authorizes the holder of the Mortgage to maintain such insurance at the
          Mortgagor's cost and expense and to seek reimbursement therefor from the
          Mortgagor. Neither the Company (nor any prior originator or servicer of
          any of
          the Mortgage Loans) nor any Mortgagor has engaged in any act or omission
          which
          has impaired or would impair the coverage of any such policy, the benefits
          of
          the endorsement provided for herein, or the validity and binding effect
          of
          either;

        


        (h)
          Any
          and all requirements of any federal, state or local law including, without
          limitation, usury, truth-in-lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity or disclosure laws applicable
          to the
          Mortgage Loan have been complied with in all material respects; none of
          the
          Mortgage Loans are classified as a (a) a “high cost” loan under the Home
          Ownership and Equity Protection Act of 1994 or (b) a “high cost”, “threshold”,
          or “predatory” loan under any other applicable state, federal or local law; the
          Company maintains, and shall maintain, evidence of such compliance as required
          by applicable law or regulation and shall make such evidence available
          for
          inspection at the Company's office during normal business hours upon reasonable
          advance notice;

        


        (i)
          The
          Mortgage has not been satisfied, canceled or subordinated, in whole or
          in part,
          or rescinded, 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.
          The
          Company has not waived the performance by the Mortgagor of any action,
          if the
          Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
          in default, nor has the Company waived any default resulting from any action
          or
          inaction by the Mortgagor;

        


        (j) The
          Mortgage is a valid, subsisting, enforceable and perfected 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 affixed to such buildings, and all additions, alterations and
          replacements made at any time with respect to the foregoing securing the
          Mortgage Note's original principal balance subject to principles of equity,
          bankruptcy, insolvency and other laws of general application affecting
          the
          rights of creditors. The Mortgage and the Mortgage Note do not contain
          any
          evidence of any security interest or other interest or right thereto. Such
          lien
          is free and clear of all adverse claims, liens and encumbrances having
          priority
          over the first lien of the Mortgage subject only to (1) the lien of
          non-delinquent 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 which
          are
          acceptable to mortgage lending institutions generally and either (A) which
          are
          referred to in the lender’s title insurance policy delivered to the originator
          or otherwise considered in the appraisal made for the originator of the
          Mortgage
          Loan, or (B) which do not adversely affect the residential use or Appraised
          Value of the Mortgaged Property as set forth in such appraisal, and (3)
          other
          matters to which like properties are commonly subject which do not individually
          or in the aggregate 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, enforceable
          and
          perfected first lien and first priority security interest on the property
          described therein, and the Company has the full right to sell and assign
          the
          same to the Purchaser;

        


        (k)
          The
          Mortgage Note and the related Mortgage are original and genuine and each
          is the
          legal, valid and binding obligation of the maker thereof, enforceable in
          all
          respects in accordance with its terms subject to principles of equity,
          bankruptcy, insolvency and other laws of general application affecting
          the
          rights of creditors, and the Company has taken all action necessary to
          transfer
          such rights of enforceability to the Purchaser. All parties to the Mortgage
          Note
          and the Mortgage had the legal capacity to enter into the Mortgage Loan
          and to
          execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
          Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage
          Note and
          the Mortgage have been duly and properly executed by such parties. No fraud,
          error, omission, misrepresentation, negligence or similar occurrence with
          respect to a Mortgage Loan has taken place on the part of Company or the
          Mortgagor, or on the part of any other party involved in the origination
          or
          servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have
          been
          fully disbursed and there is no requirement for future advances thereunder,
          and
          any and all requirements as to completion of any on-site or off-site
          improvements and as to disbursements of any escrow funds therefor have
          been
          complied with. All costs, fees and expenses incurred in making or closing
          the
          Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
          is
          not entitled to any refund of any amounts paid or due under the Mortgage
          Note or
          Mortgage;

        


        (l)
          The
          Company is the sole owner and holder of the Mortgage Loan and the indebtedness
          evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
          Purchaser, the Company will retain the Mortgage File or any part thereof
          with
          respect thereto not delivered to the Purchaser or the Purchaser’s designee in
          trust only for the purpose of servicing and supervising the servicing of
          the
          Mortgage Loan. Immediately prior to the transfer and assignment to the
          Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
          were
          not subject to an assignment, sale or pledge to any person other than Purchaser,
          and the Company had good and marketable title to and was the sole owner
          thereof
          and had full right to transfer and sell the Mortgage Loan to the Purchaser
          free
          and clear of any encumbrance, equity, lien, pledge, charge, claim or security
          interest and has the full right and authority subject to no interest or
          participation of, or agreement with, any other party, to sell and assign
          the
          Mortgage Loan pursuant to this Agreement and following the sale of the
          Mortgage
          Loan, the Purchaser will own such Mortgage Loan free and clear of any
          encumbrance, equity, participation interest, lien, pledge, charge, claim
          or
          security interest. The Company intends to relinquish all rights to possess,
          control and monitor the Mortgage Loan, except for the purposes of servicing
          the
          Mortgage Loan as set forth in this Agreement. After the related Closing
          Date,
          the Company will not have any right to modify or alter the terms of the
          sale of
          the Mortgage Loan and the Company will not have any obligation or right
          to
          repurchase the Mortgage Loan or substitute another Mortgage Loan, except
          as
          provided in this Agreement, or as otherwise agreed to by the Company and
          the
          Purchaser;

        


        (m)
          Each
          Mortgage Loan is covered by an ALTA lender's title insurance policy or
          other
          generally acceptable form of policy or insurance acceptable to Fannie Mae
          or
          FHLMC (including adjustable rate endorsements), issued by a title insurer
          acceptable to Fannie Mae or FHLMC and qualified to do business in the
          jurisdiction where the Mortgaged Property is located, insuring (subject
          to the
          exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
          and assigns, as to the first priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan and against any loss by reason of
          the
          invalidity or unenforceability of the lien resulting from the provisions
          of the
          Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
          Payment. Where required by state law or regulation, the Mortgagor has been
          given
          the opportunity to choose the carrier of the required mortgage title insurance.
          The Company, its successors and assigns, is the sole insured of such lender's
          title insurance policy, such title insurance policy has been duly and validly
          endorsed to the Purchaser or the assignment to the Purchaser of the Company's
          interest therein does not require the consent of or notification to the
          insurer
          and such lender's title insurance policy is in full force and effect and
          will be
          in full 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 or servicer of the related Mortgage, including
          the
          Company, nor any Mortgagor, has done, by act or omission, anything which
          would
          impair the coverage of such lender's title insurance policy;

        


        (n)
          There
          is no default, breach, violation or event of acceleration existing under
          the
          Mortgage or the related 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 permitting acceleration;
          and
          neither the Company, nor any prior mortgagee has waived any default, breach,
          violation or event permitting acceleration;

        


        (o)
          There
          are no mechanics' or similar liens or claims which have been filed for
          work,
          labor or material (and no rights are outstanding that under law could give
          rise
          to such liens) affecting the related Mortgaged Property which are or may
          be
          liens prior to or equal to the lien of the related Mortgage;

        


        (p)
          All
          improvements subject to the Mortgage which were considered in determining
          the
          appraised value of the Mortgaged Property lie wholly within the boundaries
          and
          building restriction lines of the Mortgaged Property (and wholly within
          the
          project with respect to a condominium unit) and no improvements on adjoining
          properties encroach upon the Mortgaged Property except those which are
          insured
          against by the title insurance policy referred to in clause (m) above and
          all
          improvements on the property comply with all applicable zoning and subdivision
          laws and ordinances;

        


        (q)
          Each
          Mortgage Loan was originated by or for the Company pursuant to, and conforms
          with, the Company’s underwriting matrix attached as Exhibit H hereto. The
          Mortgage Loan bears interest at an adjustable rate (if applicable) as set
          forth
          in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
          Note are due and payable on the first day of each month. The Mortgage contains
          the usual and enforceable provisions of the Company at the time of origination
          for the acceleration of the payment of the unpaid principal amount of the
          Mortgage Loan if the related Mortgaged Property is sold without the prior
          consent of the mortgagee thereunder;

        


        (r)
          The
          Mortgaged Property is not subject to any material damage. At origination
          of the
          Mortgage Loan there was not, since origination of the Mortgage Loan there
          has
          not been, and there currently is no proceeding pending for the total or
          partial
          condemnation of the Mortgaged Property. The Company has not received
          notification that any such proceedings are scheduled to commence at a future
          date;

        


        (s)
          The
          related 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, (1) in the case of a Mortgage designated as a deed of trust,
          by
          trustee's sale, and (2) otherwise by judicial foreclosure. There is no
          homestead
          or other exemption available to the Mortgagor which would interfere with
          the
          right to sell the Mortgaged Property at a trustee's sale or the right to
          foreclose the Mortgage;

        


        (t)
          If
          the Mortgage constitutes a deed of trust, a trustee, authorized and duly
          qualified if required under applicable law to act as such, has been properly
          designated and currently so serves and is named in the Mortgage, and no
          fees or
          expenses, except as may be required by local law, are or will become payable
          by
          the Purchaser to the trustee under the deed of trust, except in connection
          with
          a trustee's sale or attempted sale after default by the Mortgagor;

        


        (u)
          The
          Mortgage File contains an appraisal of the related Mortgaged Property signed
          prior to the final approval of the mortgage loan application by a Qualified
          Appraiser, approved by the Company, 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 appraiser both satisfy the requirements of
          Fannie
          Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery,
          and
          Enforcement Act of 1989 and the regulations promulgated thereunder, all
          as in
          effect on the date the Mortgage Loan was originated. The appraisal is in
          a form
          acceptable to Fannie Mae or FHLMC;

        


        (v)
          All
          parties which have had any interest in the Mortgage, whether as mortgagee,
          assignee, pledgee or otherwise, are (or, during the period in which they
          held
          and disposed of such interest, were) (A) in compliance with any and all
          applicable licensing requirements of the laws of the state wherein the
          Mortgaged
          Property is located, and (B) (1) organized under the laws of such state,
          or (2)
          qualified to do business in such state, or (3) federal savings and loan
          associations or national banks or a Federal Home Loan Bank or savings bank
          having principal offices in such state, or (4) not doing business in such
          state;

        


        (w)
          The
          related Mortgage Note is not and has not been secured by any collateral
          except
          the lien of the corresponding Mortgage and the security interest of any
          applicable security agreement or chattel mortgage referred to above and
          such
          collateral does not serve as security for any other obligation;

        


        (x)
          The
          Mortgagor has received and has executed, where applicable, all disclosure
          materials required by applicable law with respect to the making of such
          mortgage
          loans;

        


        (y)
          The
          Mortgage Loan does not contain balloon or "graduated payment" features;
          No
          Mortgage Loan is subject to a buydown agreement or contains any buydown
          provision;

        


        (z)
          The
          Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and
          the
          Company has no knowledge of any circumstances or conditions with respect
          to the
          Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
          standing that could reasonably be expected to cause investors to regard
          the
          Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to
          become
          delinquent, or materially adversely affect the value or marketability of
          the
          Mortgage Loan;

        


        (aa)
          Each
          Mortgage Loan bears interest based upon a thirty (30) day month and a three
          hundred and sixty (360) day year. The Mortgage Loans have an original term
          to
          maturity of not more than thirty (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 Margin; provided, that the Mortgage
          Interest Rate, on each applicable Adjustment Date, will not increase by
          more
          than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the
          term of
          each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
          exceed
          such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are
          “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With
          respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires
          a
          monthly payment which is suffi-cient (a) during the period prior to the
          first
          adjust-ment to the Mortgage Interest Rate, to fully amortize the original
          principal balance over the original term thereof and to pay interest at
          the
          related Mortgage Interest Rate, and (b) during the period following each
          Adjust-ment Date, 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. With respect to
          each
          adjustable rate Mortgage Loan, the Mortgage Note provides that when the
          Mortgage
          Interest Rate changes on an Adjustment Date, the then outstanding principal
          balance will be reamortized over the remaining life of the Mortgage Loan.
          No
          Mortgage Loan contains terms or provi-sions which would result in negative
          amortization. None of the Mortgage Loans contain a conversion feature which
          would cause the Mortgage Loan interest rate to convert to a fixed interest
          rate.
          None of the Mortgage Loans are considered agricultural loans; 

        


        (bb)
          (INTENTIONALLY LEFT BLANK)

        


        (cc)
          (INTENTIONALLY LEFT BLANK)

        


        (dd)
          (INTENTIONALLY LEFT BLANK)

         

        (ee)
          (INTENTIONALLY LEFT BLANK) 

        


        (ff)
          (INTENTIONALLY LEFT BLANK)

        


        (gg)
          (INTENTIONALLY LEFT BLANK)

        


        (hh)  In
          the
          event the Mortgage Loan had an LTV at origination greater than 80.00%,
          the
          excess of the principal balance of the Mortgage Loan over 75.0% of the
          Appraised
          Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan,
          or
          the lesser of the Appraised Value or the purchase price of the Mortgaged
          Property with respect to a purchase money Mortgage Loan was insured as
          to
          payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
          Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
          Mortgage Insurance Policy have been and are being complied with, such policy
          is
          in full force and effect, and all premiums due thereunder have been paid.
          No
          Mortgage Loan requires payment of such premiums, in whole or in part, by
          the
          Purchaser. No action, inaction, or event has occurred and no state of facts
          exists that has, or will result in the exclusion from, denial of, or defense
          to
          coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
          obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
          Policy, subject to state and federal law, and to pay all premiums and charges
          in
          connection therewith. No action has been taken or failed to be taken, on
          or
          prior to the Closing Date which has resulted or will result in an exclusion
          from, denial of, or defense to coverage under any Primary Mortgage Insurance
          Policy (including, without limitation, any exclusions, denials or defenses
          which
          would limit or reduce the availability of the timely payment of the full
          amount
          of the loss otherwise due thereunder to the insured) whether arising out
          of
          actions, representations, errors, omissions, negligence, or fraud of the
          Company
          or the Mortgagor, or for any other reason under such coverage. The mortgage
          interest rate for the Mortgage Loan as set forth on the related Mortgage
          Loan
          Schedule is net of any such insurance premium. 

        


        Unless
          otherwise indicated on the related Mortgage Loan Schedule, none of the
          Mortgage
          Loans are subject to “lender-paid” mortgage insurance. Any Mortgage Loan subject
          to a Lender Primary Mortgage Insurance Policy obligates the Company to
          maintain
          the Lender Primary Mortgage Insurance Policy and to pay all premiums and
          charges
          in connection therewith. Coverage with respect to each Lender Primary Mortgage
          Insurance Policy is that set forth in the related Confirmation. All provisions
          of such Lender Primary Mortgage Insurance Policy have been and are being
          complied with, such policy is in full force and effect. No action, inaction,
          or
          event has occurred and no state of facts exists that has, or will result
          in the
          exclusion from, denial of, or defense to coverage. No action has been taken
          or
          failed to be taken, on or prior to the Closing Date which has resulted
          or will
          result in an exclusion from, denial of, or defense to coverage under any
          Lender
          Primary Mortgage Insurance Policy (including, without limitation, any
          exclusions, denials or defenses which would limit or reduce the availability
          of
          the timely payment of the full amount of the loss otherwise due thereunder
          to
          the insured) whether arising out of actions, representations, errors, omissions,
          negligence, or fraud of the Company or the Mortgagor, or for any other
          reason
          under such coverage;

        


        (ii) The
          Assignment is in recordable form and is acceptable for recording under
          the laws
          of the jurisdiction in which the Mortgaged Property is located;

        


        (jj) None
          of
          the Mortgage Loans are secured by an interest in a leasehold estate. The
          Mortgaged Property is located in the state identified in the related Mortgage
          Loan Schedule and consists of a single parcel of real property with a detached
          single family residence erected thereon, or a townhouse, or a two-to four-family
          dwelling, or an individual condominium unit in a condominium project, or
          an
          individual unit in a planned unit development or a de minimis planned unit
          development, provided, however, that no residence or dwelling is a single
          parcel
          of real property with a manufactured home not affixed to a permanent foundation,
          or a mobile home. Any
          condominium unit or planned unit development conforms with the Company’s
          underwriting guidelines. As
          of the
          date of origination, no portion of any Mortgaged Property is used for commercial
          purposes, and since the Origination Date, no portion of any Mortgaged Property
          has been, or currently is, used for commercial purposes;

        


        (kk) Payments
          on the Mortgage Loan commenced no more than sixty (60) days after the funds
          were
          disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
          on
          the first day of each month in monthly installments of principal and interest,
          which installments are subject to change due to the adjustments to the
          Mortgage
          Interest Rate on each Adjustment Date, with interest calculated and payable
          in
          arrears. Each of the Mortgage Loans will amortize fully by the stated maturity
          date, over an original term of not more than thirty years from commencement
          of
          amortization;

        


        (ll) As
          of the
          Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied
          under applicable law, and all inspections, licenses and certificates required
          to
          be made or issued with respect to all occupied portions of the Mortgaged
          Property and, with respect to the use and occupancy of the same, including
          but
          not limited to certificates of occupancy and fire underwriting certificates,
          have been made or obtained from the appropriate authorities;

        


        (mm) There
          is
          no pending action or proceeding directly involving the Mortgaged Property
          in
          which compliance with any environmental law, rule or regulation is an issue;
          there is no violation of any environmental law, rule or regulation with
          respect
          to the Mortgaged Property; and the Company has not received any notice
          of any
          environmental hazard on the Mortgaged Property and 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) The
          Mortgagor has not notified the Company, and the Company has no knowledge
          of any
          relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
          Civil Relief Act of 1940;

        


        (oo)
           No
          Mortgage Loan is a construction or rehabilitation Mortgage Loan or was
          made to
          facilitate the trade-in or exchange of a Mortgaged Property;

        


        (pp) The
          Mortgagor for each Mortgage Loan is a natural person;

        


        (qq) None
          of
          the Mortgage Loans are Co-op Loans; 

        


        (rr)
           With
          respect to each Mortgage Loan that has a prepayment penalty feature, each
          such
          prepayment penalty is enforceable and will be enforced by the Company and
          each
          prepayment penalty is permitted pursuant to federal, state and local law.
          No
          Mortgage Loan will impose a prepayment penalty for a term in excess of
          five
          years from the date such Mortgage Loan was originated. Except as otherwise
          set
          forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan
          that
          contains a prepayment penalty, such prepayment penalty is at least equal
          to the
          lesser of (A) the maximum amount permitted under applicable law and (B)
          six
          months interest at the related Mortgage Interest Rate on the amount prepaid
          in
          excess of 20% of the original principal balance of such Mortgage
          Loan;

        


        (ss)
           With
          respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
          Property securing such Mortgage Loan was at least equal to 80 percent of
          the
          original principal balance of such Mortgage Loan at the time such Mortgage
          Loan
          was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
          Property and (b) substantially all of the proceeds of such Mortgage Loan
          were
          used to acquire or to improve or protect the Mortgage Property. For the
          purposes
          of the preceding sentence, if the Mortgage Loan has been significantly
          modified
          other than as a result of a default or a reasonable foreseeable default,
          the
          modified Mortgage Loan will be viewed as having been originated on the
          date of
          the modification;

        


        (tt)
          The
          Mortgage Loan was originated by a mortgagee approved by the Secretary of
          Housing
          and Urban Development pursuant to sections 203 and 211 of the National
          Housing
          Act, a savings and loan association, a savings bank, a commercial bank,
          credit
          union, insurance company or similar institution which is supervised and
          examined
          by a federal or state authority; 

        


        (uu)
          None
          of the Mortgage Loans are simple interest Mortgage Loans and none of the
          Mortgaged Properties are timeshares; 

        


        (vv)
          All
          of the terms of the Mortgage pertaining to interest rate adjustments, payment
          adjustments and adjustments of the outstanding principal balance are
          enforceable, all such adjustments have been properly made, including the
          mailing
          of required notices, and such adjustments do not and will not affect the
          priority of the Mortgage lien. With respect to each Mortgage Loan which
          has
          passed its initial Adjustment Date, Company has performed an audit of the
          Mortgage Loan to determine whether all interest rate adjustments have been
          made
          in accordance with the terms of the Mortgage Note and Mortgage; and

        


        (ww)
          Each
          Mortgage Note, each Mortgage, each Assignment and any other documents required
          pursuant to this Agreement to be delivered to the Purchaser or its designee,
          or
          its assignee for each Mortgage Loan, have been, on or before the related
          Closing
          Date, delivered to the Purchaser or its designee, or its assignee.

        


        Section
          3.03 Repurchase;
          Substitution.

        


        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 and
          delivery
          of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
          inure to the benefit of the Purchaser, notwithstanding any restrictive
          or
          qualified endorsement on any Mortgage Note or Assignment or the examination,
          or
          lack of examination, of any 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 in any Mortgage Loan, the party
          discovering such breach shall give prompt written notice to the other.
          The
          Company shall have a period of sixty (60) days from the earlier of its
          discovery
          or its receipt of notice of any such breach within which to correct or
          cure such
          breach. The Company hereby covenants and agrees that if any such breach
          is not
          corrected or cured within such sixty day period, the Company shall, at
          the
          Purchaser's option and not later than ninety (90) days of its discovery
          or its
          receipt of notice of such breach, repurchase such Mortgage Loan at the
          Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole
          option, substitute a Mortgage Loan as provided below. In the event that
          any such
          breach shall involve any representation or warranty set forth in Section
          3.01,
          and such breach is not cured within sixty (60) days of the earlier of either
          discovery by or notice to the Company of such breach, all Mortgage Loans
          shall,
          at the option of the Purchaser, be repurchased by the Company at the Repurchase
          Price. Any such repurchase shall be accomplished by wire transfer of immediately
          available funds to Purchaser in the amount of the Repurchase Price.

        


        If
          the
          Company is required to repurchase any Mortgage Loan pursuant to this Section
          3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s
          sole option, within ninety (90) days from the related Closing Date, remove
          such
          defective Mortgage Loan from the terms of this Agreement and substitute
          another
          mortgage loan for such defective Mortgage Loan, in lieu of repurchasing
          such
          defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser
          acceptability. Any substituted Loans will comply with the representations
          and
          warranties set forth in this Agreement as of the substitution date

        


        The
          Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
          of the removed Mortgage Loan from this Agreement and the substitution of
          such
          substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
          review the Mortgage File delivered to it relating to the substitute Mortgage
          Loan. In the event of such a substitution, accrued interest on the substitute
          Mortgage Loan for the month in which the substitution occurs and any Principal
          Prepayments made thereon during such month shall be the property of the
          Purchaser and accrued interest for such month on the Mortgage Loan for
          which the
          substitution is made and any Principal Prepayments made thereon during
          such
          month shall be the property of the Company. The principal payment on a
          substitute Mortgage Loan due on the Due Date in the month of substitution
          shall
          be the property of the Company and the principal payment on the Mortgage
          Loan
          for which the substitution is made due on such date shall be the property
          of the
          Purchaser.

        


        It
          is
          understood and agreed that the obligation of the Company set forth in this
          Section 3.03 to cure, repurchase or substitute for a defective Mortgage
          Loan,
          and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
          remedies of the Purchaser respecting a breach of the foregoing representations
          and warranties. If the Company fails to repurchase or substitute for a
          defective
          Mortgage Loan in accordance with this Section 3.03, or fails to cure a
          defective
          Mortgage Loan to Purchaser's reasonable satisfaction in accordance with
          this
          Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that
          failure
          shall be an Event of Default and the Purchaser shall be entitled to pursue
          all
          remedies available in this Agreement as a result thereof. No provision
          of this
          paragraph shall affect the rights of the Purchaser to terminate this Agreement
          for cause, as set forth in Sections 10.01 and 11.01.

        


        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) the earlier of discovery of such breach by the
          Company or notice thereof by the Purchaser to the Company, (ii) failure
          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 that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
          provision of this Agreement, with respect to any Mortgage Loan that is
          not in
          default or as to which no default is imminent, no substitution pursuant
          to
          Subsection 3.03 shall be made after the applicable REMIC's "start up day"
          (as
          defined in Section 860G(a) (9) of the Code), unless the Company has obtained
          an
          Opinion of Counsel to the effect that such substitution will not (i) result
          in
          the imposition of taxes on "prohibited transactions" of such REMIC (as
          defined
          in Section 860F of the Code) or otherwise subject the REMIC to tax, or
          (ii)
          cause the REMIC to fail to qualify as a REMIC at any time.

        


        Section
          3.04 Representations
          and Warranties of the Purchaser.

         

        The
          Purchaser represents, warrants and convenants to the Company that, as of
          the
          related Closing Date or as of such date specifically provided
          herein:

        


        (a)  The
          Purchaser is a corporation, dully organized validly existing and in good
          standing under the laws of the State of Delaware and is qualified to transact
          business in, is in good standing under the laws of, and possesses all licenses
          necessary for the conduct of its business in, each state in which any Mortgaged
          Property is located or is otherwise except or not required under applicable
          law
          to effect such qualification or license;

        


        (b)  The
          Purchaser has full power and authority to hold each Mortgage Loan, to purchase
          each Mortgage Loan pursuant to this Agreement and the related Term Sheet
          and to
          execute, deliver and perform, and to enter into and consummate all transactions
          contemplated by this Agreement and the related Term Sheet and to conduct
          its
          business as presently conducted, has duly authorized the execution, delivery
          and
          performance of this Agreement and the related Term Sheet, has duly executed
          and
          delivered this Agreement and the related Term Sheet;

        


        (c) None
          of
          the execution and delivery of this Agreement and the related Term Sheet,
          the
          purchase of the Mortgage Loans, the consummation of the transactions
          contemplated hereby, or the fulfillment of or compliance with the terms
          and
          conditions of this Agreement and the related Term Sheet will conflict with
          any
          of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
          materially conflict with or result in a material breach of any of the terms,
          conditions or provisions
          of any legal restriction or any agreement or instrument to which the Purchaser
          is now a party or by which it is bound, or constitute a default or result
          in an
          acceleration under any of the foregoing, or result in the material violation
          of
          any law, rule, regulation, order, judgment or decree to which the Purchaser
          or
          its property is subject;

        


        (d) There
          is
          no litigation pending or to the best of the Purchaser’s knowledge, threatened
          with respect to the Purchaser which is reasonably likely to have a material
          adverse effect on the purchase of the related Mortgage Loans, the execution,
          delivery or enforceability of this Agreement and the related Term Sheet,
          or
          which is reasonably likely to have a material adverse effect on the financial
          condition of the Purchaser;

        


        (e) No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Purchaser
          of
          or compliance by the Purchaser with this Agreement and the related Term
          Sheet,
          the purchase of the Mortgage Loans or the consummation of the transactions
          contemplated by this Agreement and the related Term Sheet except for consents,
          approvals, authorizations and orders which have been obtained;

        


        (f) The
          consummation of the transactions contemplated by this Agreement and the
          related
          Term Sheet is in the ordinary course of business of the Purchaser;

        


        (h) The
          Purchaser will treat the purchase of the Mortgage Loans from the Company
          as a
          purchase for reporting, tax and accounting purposes; and

        


        (i) The
          Purchaser does not believe, nor does it have any cause or reason to believe,
          that it cannot perform each and every of its covenants contained in this
          Agreement and the related Term Sheet.

        


        The
          Purchaser shall indemnify the Company and hold it harmless against any
          claims,
          proceedings, losses, damages, penalties, fines, forfeitures, reasonable
          and
          necessary legal fees and related costs, judgments, and other costs and
          expenses
          resulting from a breach by the Purchaser of the representations and warranties
          contained in this Section 3.04. It is understood and agreed that the obligations
          of the Purchaser set forth in this Section 3.04 to indemnify the Seller
          as
          provided herein constitute the sole remedies of the Seller respecting a
          breach
          of the foregoing representations and warranties.

        


        


        ARTICLE
          IV

        


        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

        


        Section
          4.01 Company
          to Act as Servicer.

        


        The
          Company, as independent contract servicer, shall service and administer
          the
          Mortgage Loans in accordance with this Agreement and the related Term Sheet
          and
          with Accepted Servicing Practices, and shall have full power and authority,
          acting alone, to do or cause to be done any and all things in connection
          with
          such servicing and administration which the Company may deem necessary
          or
          desirable and consistent with the terms of this Agreement and the related
          Term
          Sheet and with Accepted Servicing Practices and exercise the same care
          that it
          customarily employs for its own account. Except as set forth in this Agreement
          and the related Term Sheet, the Company shall service the Mortgage Loans
          in
          strict compliance with the servicing provisions of the Fannie Mae Guides
          (special servicing option), which include, but are not limited to, provisions
          regarding the liquidation of Mortgage Loans, the collection of Mortgage
          Loan
          payments, the payment of taxes, insurance and other charges, the maintenance
          of
          hazard insurance with a Qualified Insurer, the maintenance of mortgage
          impairment insurance, the maintenance of fidelity bond and errors and omissions
          insurance, inspections, the restoration of Mortgaged Property, the maintenance
          of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance
          Policies, insurance claims, the title, management and disposition of REO
          Property, permitted withdrawals with respect to REO Property, liquidation
          reports, and reports of foreclosures and abandonments of Mortgaged Property,
          the
          transfer of Mortgaged Property, the release of Mortgage Files, annual
          statements, and examination of records and facilities. In the event of
          any
          conflict, inconsistency or discrepancy between any of the servicing provisions
          of this Agreement and the related Term Sheet and any of the servicing provisions
          of the Fannie Mae Guides, the provisions of this Agreement and the related
          Term
          Sheet shall control and be binding upon the Purchaser and the Company.
          

        


        Consistent
          with the terms of this Agreement and the related Term Sheet, the Company
          may
          waive, modify or vary any term of any Mortgage Loan or consent to the
          postponement of 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 unless 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 for more than ninety days or forgive any payment of principal or
          interest,
          reduce or increase the outstanding principal balance (except for actual
          payments
          of principal) or change the final maturity date on such Mortgage Loan.
          In the
          event of any such modification which has been agreed to in writing by the
          Purchaser and 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 4.04, 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 pursuant to Section 4.05. Without
          limiting the generality of the foregoing, the Company shall continue, and
          is
          hereby authorized and empowered, to prepare, execute and deliver, 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. Notwithstanding anything
          herein to the contrary, the Company may not enter into a forbearance agreement
          or similar arrangement with respect to any Mortgage Loan which runs more
          than
          180 days after the first delinquent Due Date. Any such agreement shall
          be
          approved by Purchaser and, if required, by the Primary Mortgage Insurance
          Policy
          insurer and Lender Primary Mortgage Insurance Policy insurer, if required.
          

        


        Notwithstanding
          anything in this Agreement to the contrary, if any Mortgage Loan becomes
          subject
          to a Pass-Through Transfer, the Company (a) with respect to such Mortgage
          Loan,
          shall not permit any modification with respect to such Mortgage Loan that
          would
          change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
          is in
          default with respect to such 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 such Mortgage Loan that would both (i) effect
          an
          exchange or reissuance of such Mortgage Loan under Section 1001 of the
          Code (or
          Treasury regulations promulgated thereunder) and (ii) cause any REMIC to
          fail to
          qualify as a REMIC under the Code or the imposition of any tax on “prohibited
          transactions” or “contributions” after the startup date under the REMIC
          Provisions.

        


        Prior
          to
          taking any action with respect to the Mortgage Loans subject to a Pass-Through
          Transfer, which is not contemplated under the terms of this Agreement,
          the
          Company will obtain an Opinion of Counsel acceptable to the trustee in
          such
          Pass-Through Transfer 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
          actions as to which it has been advised that an Adverse REMIC Event could
          occur.

        


        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 a REMIC will receive a fee or other compensation for
          services nor permit a 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.

        


        In
          servicing and administering the Mortgage Loans, the Company shall employ
          Accepted Servicing Practices, giving due consideration to the Purchaser's
          reliance on the Company. Unless a different time period is stated in this
          Agreement or the related Term Sheet, Purchaser shall be deemed to have
          given
          consent in connection with a particular matter if Purchaser does not
          affirmatively grant or deny consent within five (5) Business Days from
          the date
          Purchaser receives a second written request for consent for such matter
          from
          Company as servicer. 

        


        The
          Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
          provided that the Subservicer is an entity that engages in the business
          of
          servicing loans, and in either case shall be authorized to transact business,
          and licensed to service mortgage loans, in the state or states where the
          related
          Mortgaged Properties it is to service are situated, if and to the extent
          required by applicable law to enable the Subservicer to perform its obligations
          hereunder and under the Subservicing Agreement, and in either case shall
          be a
          FHLMC or Fannie Mae approved mortgage servicer in good standing, and no
          event
          has occurred, including but not limited to a change in insurance coverage,
          which
          would make it unable to comply with the eligibility requirements for lenders
          imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or
          FHLMC, or
          which would require notification to Fannie Mae or FHLMC. In addition, each
          Subservicer will obtain and preserve its qualifications to do business
          as a
          foreign corporation and its licenses to service mortgage loans, in each
          jurisdiction in which such qualifications and/or licenses are or shall
          be
          necessary to protect the validity and enforceability of this Agreement,
          or any
          of the Mortgage Loans and to perform or cause to be performed its duties
          under
          the related Subservicing Agreement. The Company may perform any of its
          servicing
          responsibilities hereunder or may cause the Subservicer to perform any
          such
          servicing responsibilities on its behalf, but the use by the Company of
          the
          Subservicer shall not release the Company from any of its obligations hereunder
          and the Company shall remain responsible hereunder for all acts and omissions
          of
          the Subservicer as fully as if such acts and omissions were those of the
          Company. The Company shall pay all fees and expenses of the Subservicer
          from its
          own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
          Company
          shall notify Purchaser promptly in writing upon the appointment of any
          Subservicer.

        


        At
          the
          cost and expense of the Company, without any right of reimbursement from
          the
          Custodial Account, the Company shall be entitled to terminate the rights
          and
          responsibilities of the Subservicer and arrange for any servicing
          responsibilities to be performed by a successor subservicer meeting the
          requirements in the preceding paragraph, provided, however, that nothing
          contained herein shall be deemed to prevent or prohibit the Company, at
          the
          Company's option, from electing to service the related Mortgage Loans itself.
          In
          the event that the Company's responsibilities and duties under this Agreement
          are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested
          to
          do so by the Purchaser, the Company shall at its own cost and expense terminate
          the rights and responsibilities of the Subservicer effective as of the
          date of
          termination of the Company. The Company shall pay all fees, expenses or
          penalties necessary in order to terminate the rights and responsibilities
          of the
          Subservicer from the Company's own funds without reimbursement from the
          Purchaser.

        


        Notwithstanding
          any of the provisions of this Agreement relating to agreements or arrangements
          between the Company and the Subservicer or any reference herein to actions
          taken
          through the Subservicer or otherwise, the Company shall not be relieved
          of its
          obligations to the Purchaser and shall be obligated to the same extent
          and under
          the same terms and conditions as if it alone were servicing and administering
          the Mortgage Loans. The Company shall be entitled to enter into an agreement
          with the Subservicer for indemnification of the Company by the Subservicer
          and
          nothing contained in this Agreement shall be deemed to limit or modify
          such
          indemnification. The Company will indemnify and hold Purchaser harmless
          from any
          loss, liability or expense arising out of its use of a Subservicer to perform
          any of its servicing duties, responsibilities and obligations
          hereunder.

        


        Any
          Subservicing Agreement and any other transactions or services relating
          to the
          Mortgage Loans involving the Subservicer shall be deemed to be between
          the
          Subservicer and Company alone, and the Purchaser shall have no obligations,
          duties or liabilities with respect to the Subservicer including no obligation,
          duty or liability of Purchaser to pay the Subservicer's fees and expenses.
          For
          purposes of distributions and advances by the Company pursuant to this
          Agreement, the Company shall be deemed to have received a payment on a
          Mortgage
          Loan when the Subservicer has received such payment.

        


        Section
          4.02 Collection
          of Mortgage Loan Payments.

        


        Continuously
          from the date hereof until the date each Mortgage Loan ceases to be subject
          to
          this Agreement, the Company will proceed diligently to collect all payments
          due
          under each Mortgage Loan when the same shall become due and payable and
          shall,
          to the extent such procedures shall be consistent with this Agreement,
          Accepted
          Servicing Practices, and the terms and provisions of any related Primary
          Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy,
          follow
          such collection procedures as it follows with respect to mortgage loans
          comparable to the Mortgage Loans and held for its own account. Further,
          the
          Company will take special care in ascertaining and estimating annual escrow
          payments, and all other charges that, as provided in the Mortgage, will
          become
          due and payable, so that the installments payable by the Mortgagors will
          be
          sufficient to pay such charges as and when they become due and
          payable.

        


        In
          no
          event will the Company waive its right to any prepayment penalty or premium
          without the prior written consent of Purchaser and Company will use diligent
          efforts to collect same when due except as otherwise provided in the prepayment
          penalty rider to the Mortgage. 

        


        Section
          4.03 Realization
          Upon Defaulted Mortgage

        


        The
          Company shall use its best efforts, consistent with the procedures that
          the
          Company would use in servicing loans for its own account, consistent with
          Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
          Lender
          Primary Mortgage Insurance Policies and the best interest of Purchaser,
          to
          foreclose upon or otherwise comparably convert the ownership of properties
          securing such of the Mortgage Loans as come into and continue in default
          and as
          to which no satisfactory arrangements can be made for collection of delinquent
          payments pursuant to Section 4.01. Foreclosure or comparable proceedings
          shall
          be initiated within ninety (90) days of default for Mortgaged Properties
          for
          which no satisfactory arrangements can be made for collection of delinquent
          payments, subject to state and federal law and regulation. The Company
          shall use
          its best efforts to realize upon defaulted Mortgage Loans in such manner
          as will
          maximize the receipt of principal and interest by the Purchaser, taking
          into
          account, among other things, the timing of foreclosure proceedings. The
          foregoing is subject to the provisions that, in any case in which a Mortgaged
          Property shall have suffered damage, the Company shall not be required
          to expend
          its own funds toward the restoration of such property unless it shall determine
          in its discretion (i) that such restoration will increase the proceeds
          of
          liquidation of the related Mortgage Loan to the Purchaser after reimbursement
          to
          itself for such expenses, and (ii) that such expenses will be recoverable
          by the
          Company through Insurance Proceeds or Liquidation Proceeds from the related
          Mortgaged Property, as contemplated in Section 4.05. Company shall obtain
          prior
          approval of Purchaser as to repair or restoration expenses in excess of
          ten
          thousand dollars ($10,000). The Company shall notify the Purchaser in writing
          of
          the commencement of foreclosure proceedings and not less than 5 days prior
          to
          the acceptance or rejection of any offer of reinstatement. The Company
          shall be
          responsible for all costs and expenses incurred by it in any such proceedings
          or
          functions; provided, however, that it shall be entitled to reimbursement
          thereof
          from the related property, as contemplated in Section 4.05. 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 at the
          Purchaser's expense. Upon completion of the inspection, 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. 

        


        Notwithstanding
          anything to the contrary contained herein, the Purchaser may, at the Purchaser's
          sole option, terminate the Company as servicer of any Mortgage Loan which
          becomes ninety (90) days or greater delinquent in payment of a scheduled
          Monthly
          Payment, without payment of any termination fee with respect thereto, provided
          that the Company shall on the date said termination takes effect be reimbursed
          for any unreimbursed advances of the Company's funds made pursuant to Section
          5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
          case
          relating to the Mortgage Loan underlying such delinquent Mortgage Loan
          notwithstanding anything to the contrary set forth in Section 4.05. In
          the event
          of any such termination, the provisions of Section 11.01 hereof shall apply
          to
          said termination and the transfer of servicing responsibilities with respect
          to
          such delinquent Mortgage Loan to the Purchaser or its designee.

        


        In
          the
          event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
          such property shall be disposed of by the Company, with the consent of
          Purchaser
          as required pursuant to this Agreement, before the close of the third taxable
          year following the taxable year in which the Mortgage Loan became an REO
          Property, unless the Company provides to the trustee under such REMIC an
          opinion
          of counsel to the effect that the holding of such REO Property subsequent
          to the
          close of the third taxable year following the taxable year in which the
          Mortgage
          Loan became an REO Property, will not result in the imposition of taxes
          on
          "prohibited transactions" as defined in Section 860F of the Code, or cause
          the
          transaction to fail to qualify as a REMIC at any time that certificates
          are
          outstanding. Company shall manage, conserve, protect and operate each such
          REO
          Property for the certificateholders solely for the purpose of its prompt
          disposition and sale in a manner which does not cause such property to
          fail to
          qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E)
          of
          the Code, or any "net income from foreclosure property" which is subject to
          taxation under the REMIC provisions of the Code. Pursuant to its efforts
          to sell
          such property, the Company shall either itself or through an agent selected
          by
          Company, protect and conserve such property in the same manner and to such
          an
          extent as is customary in the locality where such property is located.
          Additionally, Company shall perform the tax withholding and reporting related
          to
          Sections 1445 and 6050J of the Code.

        


        Section
          4.04 Establishment
          of Custodial Accounts; Deposits in
          Custodial Accounts.

        


        The
          Company shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan separate and apart from any of its own funds and general
          assets and shall establish and maintain one or more Custodial Accounts.
          The
          Custodial Account shall be an Eligible Account. Funds deposited in the
          Custodial
          Account, which shall be deposited within 24 hours of receipt, shall at
          all times
          be insured by the FDIC up to the FDIC insurance limits, or must be invested
          in
          Permitted Investments for the benefit of the Purchaser. Funds deposited
          in the
          Custodial Account may be drawn on by the Company in accordance with Section
          4.05. The creation of any Custodial Account shall be evidenced by a letter
          agreement in the form shown in Exhibit B hereto. The original of such letter
          agreement shall be furnished to the Purchaser on the Closing Date, and
          upon the
          request of any subsequent Purchaser.

        


        The
          Company shall deposit in the Custodial Account on a daily basis, and retain
          therein the following payments and collections received or made by it subsequent
          to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
          to a period subsequent thereto, other than in respect of principal and
          interest
          on the Mortgage Loans due on or before the Cut-off Date:

        


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

        


        (ii)
          all
          payments on account of interest on the Mortgage Loans adjusted to the Mortgage
          Loan Remittance Rate;

        


        (iii)
          all
          Liquidation Proceeds;

        


        (iv)
          any
          amounts required to be deposited by the Company in connection with any
          REO
          Property pursuant to Section 4.13 and in connection therewith, the Company
          shall
          provide the Purchaser with written detail itemizing all of such
          amounts;

        


        (v)
          all
          Insurance Proceeds including amounts required to be deposited pursuant
          to
          Sections 4.08, 4.10 and 4.11, 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 Accepted Servicing Practices,
          the
          Mortgage Loan Documents or applicable law;

        


        (vi)
          all
          Condemnation Proceeds affecting any Mortgaged Property which are not released
          to
          the Mortgagor in accordance with Accepted Servicing Practices, the loan
          documents or applicable law;

        


        (vii)
          any
          Monthly Advances;

        


        (viii)
          with respect to each full or partial Principal Prepayment, any Prepayment
          Interest Shortfalls, to the extent of the Company’s aggregate Servicing Fee
          received with respect to the related Prepayment Period;

        


        (ix)
          any
          amounts required to be deposited by the Company pursuant to Section 4.10
          in
          connection with the deductible clause in any blanket hazard insurance policy,
          such deposit shall be made from the Company's own funds, without reimbursement
          therefor; and

        


        (x)
          any
          amounts required to be deposited in the Custodial Account pursuant to Section
          4.01, 4.13 or 6.02.

        


        The
          foregoing requirements for deposit in 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
          in
          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 (iv). The Purchaser shall not
          be
          responsible for any losses suffered with respect to investment of funds
          in the
          Custodial Account.

        


        


        Section
          4.05 Permitted
          Withdrawals From the Custodial Account.

        


        The
          Company may, from time to time, withdraw 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, 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 collections (net of the related Servicing
          Fees) of principal and/or interest respecting which any such advance was
          made,
          it being understood that, in the case of such reimbursement, the Company's
          right
          thereto shall be prior to the rights of the Purchaser, except that, where
          the
          Company is required to repurchase a Mortgage Loan, pursuant to Section
          3.03, the
          Company's right to such reimbursement shall be subsequent to the payment
          to the
          Purchaser of the Repurchase Price pursuant to such Section 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 any unpaid Servicing
          Fees(or REO administration fees described in Section 4.13), the Company's
          right
          to reimburse itself pursuant to this subclause (iii) with respect to any
          Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
          Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
          provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;
          any recovery shall be made upon liquidation of the REO Property; 

        


        (iv) to
          pay to
          itself as part of its servicing compensation (a) any interest earned on
          funds in
          the Custodial Account (all such interest to be withdrawn monthly not later
          than
          each Remittance Date), and (b) the Servicing Fee from that portion of any
          payment or recovery as to interest with respect to a particular Mortgage
          Loan;

        


        (v) to
          pay to
          itself with respect to each Mortgage Loan that has been repurchased pursuant
          to
          Section 3.03 all amounts received thereon and not distributed as of the
          date on
          which the related repurchase price is determined,

        


        (vi) to
          transfer funds to another Eligible Account in accordance with Section 4.09
          hereof;

        


        (vii)to
          remove funds inadvertently placed in the Custodial Account by the Company;
          and

        


        (vi) to
          clear
          and terminate the Custodial Account upon the termination of this
          Agreement.

         

        Section
          4.06 Establishment
          of Escrow Accounts; Deposits
          in Escrow Accounts.

        


        The
          Company shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan which constitute Escrow Payments separate and apart
          from any
          of its own funds and general assets and shall establish and maintain one
          or more
          Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
          deposited in each Escrow Account shall at all times be insured in a manner
          to
          provide maximum insurance under the insurance limitations of the FDIC,
          or must
          be invested in Permitted Investments. Funds
          deposited in the Escrow Account may be drawn on by the Company in accordance
          with Section 4.07. The creation of any Escrow Account shall be evidenced
          by a
          letter agreement in the form shown in Exhibit C. The original of such letter
          agreement shall be furnished to the Purchaser on the Closing Date, and
          upon
          request to any subsequent purchaser.

        


        The
          Company shall deposit in the Escrow Account or Accounts on a daily basis,
          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
          Insurance Proceeds which are to be applied to the restoration or repair
          of any
          Mortgaged Property; and

        


        (iii)
          all
          Servicing Advances for Mortgagors whose Escrow Payments are insufficient
          to
          cover escrow disbursements.

        


        The
          Company shall make withdrawals from the Escrow Account only to effect such
          payments as are required under this Agreement, and for such other purposes
          as
          shall be as set forth or in accordance with 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 and, to the extent required by law, the Company
          shall pay interest on escrowed funds to the Mortgagor notwithstanding that
          the
          Escrow Account is non-interest bearing or that interest paid thereon is
          insufficient for such purposes. The
          Purchaser shall not be responsible for any losses suffered with respect
          to
          investment of funds in the Escrow Account.


         

        Section
          4.07 Permitted
          Withdrawals From Escrow Account.

        


        Withdrawals
          from the Escrow Account may be made by Company only:

        


        (i) to
          effect
          timely payments of ground rents, taxes, assessments, water rates, Primary
          Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
          premiums, condominium assessments and comparable items;

        


        (ii) to
          reimburse Company for any Servicing Advance made by Company with respect
          to a
          related Mortgage Loan but only from amounts received on the related Mortgage
          Loan which represent late payments or collections of Escrow Payments
          thereunder;

        


        (iii)
          to
          refund to the Mortgagor any funds as may be determined to be
          overages;

        


        (iv) for
          transfer to the Custodial Account in accordance with the terms of this
          Agreement;

        


        (v) for
          application to restoration or repair of the Mortgaged Property;

        


        (vi) to
          pay to
          the Company, or to the Mortgagor to the extent required by law, any interest
          paid on the funds deposited in the Escrow Account;

        


        (vii)
          to
          clear and terminate the Escrow Account on the termination of this Agreement.
          As
          part of its servicing duties, the Company shall pay to the Mortgagors interest
          on funds in Escrow Account, to the extent required by law, and to the extent
          that interest earned on funds in the Escrow Account is insufficient, shall
          pay
          such interest from its own funds, without any reimbursement therefor;
          and

        


        (viii)
          to
          pay to the Mortgagors or other parties Insurance Proceeds deposited in
          accordance with Section 4.06.

        


        Section
          4.08 Payment
          of Taxes, Insurance and Other Charges;
          Maintenance of Primary Mortgage Insurance
          Policies; Collections Thereunder.

         

        With
          respect to each Mortgage Loan, the Company shall maintain accurate records
          reflecting the status of ground rents, taxes, assessments, water rates
          and other
          charges which are or may become a lien upon the Mortgaged Property and
          the
          status of primary mortgage insurance 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 and at a time appropriate for
          securing maximum discounts allowable, 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 or applicable law. To the extent that the Mortgage
          does
          not provide for Escrow Payments, the Company shall determine that any such
          payments are made by the Mortgagor at the time they first become due. The
          Company assumes full responsibility for the timely payment of all such
          bills and
          shall effect timely payments of all such bills irrespective of the Mortgagor's
          faithful performance in the payment of same or the making of the Escrow
          Payments
          and shall make advances from its own funds to effect such payments.

        


        The
          Company will maintain in full force and effect Primary Mortgage Insurance
          Policies or Lender Primary Mortgage Insurance Policies issued by a Qualified
          Insurer with respect to each Mortgage Loan for which such coverage is herein
          required. Such coverage will be terminated only with the approval of Purchaser,
          or as required by applicable law or regulation. The Company will not cancel
          or
          refuse to renew any Primary Mortgage Insurance Policy or Lender Primary
          Mortgage
          Insurance Policy in effect on the Closing Date that is required to be kept
          in
          force under this Agreement unless a replacement Primary Mortgage Insurance
          Policy or Lender Primary Mortgage Insurance Policy for such canceled or
          nonrenewed policy is obtained from and maintained with a Qualified Insurer.
          The
          Company shall not take any action which would result in non-coverage under
          any
          applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance 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 Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of
          such
          assumption or substitution of liability in accordance with the terms of
          such
          policy and shall take all actions which may be required by such insurer
          as a
          condition to the continuation of coverage under the Primary Mortgage Insurance
          Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated
          as a
          result of such assumption or substitution of liability, the Company shall
          obtain
          a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance 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
          Private Mortgage Insurance Policy in a timely fashion in accordance with
          the
          terms of such Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance Policy and, in this regard, to take such action as shall be necessary
          to permit recovery under any Primary Mortgage Insurance Policy or Lender
          Primary
          Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant
          to
          Section 4.04, any amounts collected by the Company under any Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy shall be deposited
          in the Custodial Account, subject to withdrawal pursuant to Section
          4.05.

        


        Section
          4.09 Transfer
          of Accounts.

        


        The
          Company may transfer the Custodial Account or the Escrow Account to a different
          Eligible Account from time to time. Such transfer shall be made only upon
          obtaining the prior written consent of the Purchaser, which consent will
          not be
          unreasonably withheld.

        


        Section
          4.10 Maintenance
          of Hazard Insurance.

        


        The
          Company shall cause to be maintained for each Mortgage Loan fire and hazard
          insurance with extended coverage as is acceptable to Fannie Mae or FHLMC
          and
          customary in the area where the Mortgaged Property is located in an amount
          which
          is equal to the lesser of (i) the maximum insurable value of the improvements
          securing such Mortgage Loan or (ii) the greater of (a) the outstanding
          principal
          balance of the Mortgage Loan, and (b) an amount such that the proceeds
          thereof
          shall be sufficient to prevent the Mortgagor and/or the mortgagee from
          becoming
          a co-insurer. If required by the Flood Disaster Protection Act of 1973,
          as
          amended, each Mortgage Loan shall be covered by a flood insurance policy
          meeting
          the requirements of the current guidelines of the Federal Insurance
          Administration in effect with an insurance carrier acceptable to Fannie
          Mae or
          FHLMC, in an amount representing coverage not less than the least of (i)
          the
          outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
          value of the improvements securing such Mortgage Loan or (iii) 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 and pursuant to the
          Fannie
          Mae Guides 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. The Company shall also maintain on each REO Property, fire
          and hazard insurance with extended coverage in an amount which is at least
          equal
          to the maximum insurable value of the improvements which are a part of
          such
          property, and, to the extent required and available under the Flood Disaster
          Protection Act of 1973, as amended, flood insurance in an amount as provided
          above. 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 Mortgaged Property or REO Property, or released to the Mortgagor
          in accordance with Accepted Servicing Practices, shall be deposited in
          the
          Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
          understood and agreed that no other additional insurance need be required
          by the
          Company of the Mortgagor or maintained on property acquired in respect
          of the
          Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides
          or
          such applicable state or federal laws and regulations as shall at any time
          be in
          force and as shall require such additional insurance. All such policies
          shall be
          endorsed with standard mortgagee clauses with loss payable to the Company
          and
          its successors and/or assigns and shall provide for at least thirty days
          prior
          written notice of any cancellation, reduction in the amount or material
          change
          in coverage to the Company. 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 Qualified Insurers.

        


        Section
          4.11 Maintenance
          of Mortgage Impairment Insurance
          Policy.

        


        In
          the
          event that the Company shall obtain and maintain a blanket policy issued
          by an
          insurer acceptable to Fannie Mae or FHLMC insuring against hazard losses
          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,
          it being
          understood and agreed that such policy may contain a deductible clause,
          in which
          case the Company shall, in the event that there shall not have been maintained
          on the related Mortgaged Property or REO Property a policy complying with
          Section 4.10, and there shall have been a loss which would have been covered
          by
          such policy, deposit in the Custodial Account the amount not otherwise
          payable
          under the blanket policy because of such deductible clause. In connection
          with
          its activities as servicer of the Mortgage Loans, the Company agrees to
          prepare
          and present, on behalf of the Purchaser, claims under any such blanket
          policy in
          a timely fashion in accordance with the terms of such policy. Upon request
          of
          the Purchaser, the Company shall cause to be delivered to the Purchaser
          a
          certified true copy of such policy and shall use its best efforts to obtain
          a
          statement from the insurer thereunder that such policy shall in no event
          be
          terminated or materially modified without thirty (30) days' prior written
          notice
          to the Purchaser.

        


        Section
          4.12 Fidelity
          Bond, Errors and Omissions Insurance.

        


        The
          Company shall maintain, at its own expense, a blanket fidelity bond and
          an
          errors and omissions insurance policy, with broad coverage with responsible
          companies on all officers, employees or other persons acting in any capacity
          with regard to the Mortgage Loan to handle funds, money, documents and
          papers
          relating to the Mortgage Loan. The Fidelity Bond 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 and fraud of such persons.
          The
          errors and omissions insurance shall protect and insure the Company against
          losses arising out of errors and omissions and negligent acts of such persons.
          Such errors and omissions insurance shall also protect and insure the Company
          against losses in connection with the failure to maintain any insurance
          policies
          required pursuant to this Agreement and the release or satisfaction of
          a
          Mortgage Loan without having obtained payment in full of the indebtedness
          secured thereby. No provision of this Section 4.12 requiring the Fidelity
          Bond
          or errors and omissions insurance shall diminish or relieve the Company
          from its
          duties and obligations as set forth in this Agreement. The minimum coverage
          under any such bond and insurance policy shall be at least equal to the
          corresponding amounts required by Fannie Mae in the Fannie Mae Guides.
          Upon
          request by the Purchaser, the Company shall deliver to the Purchaser a
          certificate from the surety and the insurer as to the existence of the
          Fidelity
          Bond and errors and omissions insurance policy and shall obtain a statement
          from
          the surety and the insurer that such Fidelity Bond or insurance policy
          shall in
          no event be terminated or materially modified without thirty (30) days'
          prior
          written notice to the Purchaser. The Company shall notify the Purchaser
          within
          five (5) business days of receipt of notice that such Fidelity Bond or
          insurance
          policy will be, or has been, materially modified or terminated. The Purchaser
          (or any party having the status of Purchaser hereunder) and any subsidiary
          thereof and their successors or assigns as their interests may appear must
          be
          named as loss payees on the Fidelity Bond and as additional insured on
          the
          errors and omissions policy. Upon request by Purchaser, Company shall provide
          Purchaser with an insurance certificate certifying coverage under this
          Section
          4.12, and will provide an update to such certificate upon request, or upon
          renewal or material modification of coverage.

        


        Section
          4.13 Title,
          Management and Disposition of REO Property.

        


        In
          the
          event that title to the 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 its designee, or in the event the Purchaser or
          its
          designee 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 an
          attorney duly licensed to practice law in the state where the REO Property
          is
          located. Any Person or Persons holding such title other than the Purchaser
          shall
          acknowledge in writing that such title is being held as nominee for the
          benefit
          of the Purchaser.

        


        The
          Company shall notify the Purchaser in accordance with the Fannie Mae Guides
          of
          each acquisition of REO Property upon such acquisition (and, in any event,
          shall
          provide notice of the consummation of any foreclosure sale within three
          (3)
          Business Days of the date Company receives notice of such consummation),
          together with a copy of the drive by appraisal or brokers price opinion
          of the
          Mortgaged Property obtained in connection with such acquisition, and thereafter
          assume the responsibility for marketing such REO property in accordance
          with
          Accepted Servicing Practices. Thereafter, the Company shall continue to
          provide
          certain administrative services to the Purchaser relating to such REO Property
          as set forth in this Section 4.13. No Servicing Fee shall be assessed or
          otherwise accrue on any REO Property from and after the date on which it
          becomes
          an REO Property. 

        


        The
          Company shall, either itself or through an agent selected by the Company,
          and in
          accordance with the Fannie Mae Guides manage, conserve, protect and operate
          each
          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 cause each REO Property to be inspected promptly upon the
          acquisition of title thereto and shall cause each REO Property to be inspected
          at least monthly thereafter or more frequently as required by the circumstances.
          The Company shall make or cause to be made a written report of each such
          inspection. Such reports shall be retained in the Mortgage File and copies
          thereof shall be forwarded by the Company to 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 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
          longer period than one (1) year is permitted under the foregoing sentence
          and is
          necessary to sell any REO Property, the Company shall report monthly to
          the
          Purchaser as to the progress being made in selling such REO Property. No
          REO
          Property shall be marketed for less than the Appraised Value, without the
          prior
          consent of Purchaser. No REO Property shall be sold for less than ninety
          five
          percent (95%) of its Appraised Value, without the prior consent of Purchaser.
          All requests for reimbursement of Servicing Advances shall be in accordance
          with
          the Fannie Mae Guides. 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 (subject to the above
          conditions) only with the prior written consent of the Purchaser. Company
          shall
          provide monthly reports to Purchaser in reference to the status of the
          marketing
          of the REO Properties.

        


        Notwithstanding
          anything to the contrary contained herein, the Purchaser may, at the Purchaser's
          sole option, terminate the Company as servicer of any such REO Property
          without
          payment of any termination fee with respect thereto, provided that the
          Company
          shall on the date said termination takes effect be reimbursed for any
          unreimbursed advances of the Company's funds made pursuant to Section 5.03
          and
          any unreimbursed Servicing Advances and Servicing Fees in each case relating
          to
          the Mortgage Loan underlying such REO Property notwithstanding anything
          to the
          contrary set forth in Section 4.05. In the event of any such termination,
          the
          provisions of Section 11.01 hereof shall apply to said termination and
          the
          transfer of servicing responsibilities with respect to such REO Property
          to the
          Purchaser or its designee. Within five Business Days of any such termination,
          the Company shall, if necessary convey such property to the Purchaser and
          shall
          further provide the Purchaser with the following information regarding
          the
          subject REO Property: the related drive by appraisal or brokers price opinion,
          and copies of any related Mortgage Impairment Insurance Policy claims.
          In
          addition, within five Business Days, the Company shall provide the Purchaser
          with the following information regarding the subject REO Property: the
          related
          trustee’s deed upon sale and copies of any related hazard insurance claims, or
          repair bids.

        


        Section
          4.14 Notification
          of Maturity Date.

        


        With
          respect to each Mortgage Loan, the Company shall execute and deliver to
          the
          Mortgagor any and all necessary notices required under applicable law and
          the
          terms of the related Mortgage Note and Mortgage regarding the maturity
          date if
          required under applicable law.

        


        ARTICLE
          V

        


        PAYMENTS
          TO THE PURCHASER

        


        Section
          5.01 Distributions.

        


        On
          each
          Remittance Date, the Company shall distribute by wire transfer of immediately
          available funds to the Purchaser (i) all amounts credited to the Custodial
          Account as of the close of business on the preceding Determination Date,
          net of
          charges against or withdrawals from the Custodial Account pursuant to Section
          4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
          to
          distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
          Loan
          Remittance Rate on any Principal Prepayment from the date of such Principal
          Prepayment through the end of the month for which disbursement is made
          provided
          that the Company’s obligation as to payment of such interest shall be limited to
          the Servicing Fee earned during the month of the distribution, minus (iv)
          any
          amounts attributable to Monthly Payments collected but due on a Due Date
          or
          Dates subsequent to the preceding Determination Date, which amounts shall
          be
          remitted on the Remittance Date next succeeding the Due Period for such
          amounts.
          It is understood that, by operation of Section 4.04, the remittance on
          the first
          Remittance Date with respect to Mortgage Loans purchased pursuant to the
          related
          Term Sheet is to include principal collected after the Cut-off Date through
          the
          preceding Determination Date plus interest, adjusted to the Mortgage Loan
          Remittance Rate collected through such Determination Date exclusive of
          any
          portion thereof allocable to the period prior to the Cut-off Date, with
          the
          adjustments specified in clauses (ii), (iii) and (iv) above.

        


        With
          respect to any remittance received by the Purchaser after the Remittance
          Date,
          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 (3) 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. 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. On each Remittance Date, the Company shall provide a remittance
          report detailing all amounts being remitted pursuant to this Section
          5.01.

        


        Section
          5.02 Statements
          to the Purchaser.

        


        The
          Company shall furnish to Purchaser an individual loan accounting report,
          as of
          the last Business Day of each month, in the Company's assigned loan number
          order
          to document Mortgage Loan payment activity on an individual Mortgage Loan
          basis.
          With respect to each month, the corresponding individual loan accounting
          report
          shall be received by the Purchaser no later than the fifth Business Day
          of the
          following month on a disk or tape or other computer-readable format in
          such
          format as may be mutually agreed upon by both Purchaser and Company, and
          no
          later than the fifth Business Day of the following month in hard copy,
          and shall
          contain the following:

        


        (i)
          With
          respect to each Monthly Payment, the amount of such remittance allocable
          to
          principal (including a separate breakdown of any Principal Prepayment,
          including
          the date of such prepayment, and any prepayment penalties or premiums,
          along
          with a detailed report of interest on principal prepayment amounts remitted
          in
          accordance with Section 4.04);

        


        (ii)
          with
          respect to each Monthly Payment, the amount of such remittance allocable
          to
          interest;

        


        (iii)
          the
          amount of servicing compensation received by the Company during the prior
          distribution period;

        


        (iv)
          the
          aggregate Stated Principal Balance of the Mortgage Loans;

        


        (v)
          the
          aggregate of any expenses reimbursed to the Company during the prior
          distribution period pursuant to Section 4.05; 

        


        (vi)
          The
          number and aggregate outstanding principal balances of Mortgage Loans (a)
          delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b)
          as to
          which foreclosure has commenced; and (c) as to which REO Property has been
          acquired; and

        


        The
          Company shall also provide a trial balance, sorted in Purchaser's assigned
          loan
          number order, in the form of Exhibit E hereto, with each such
          Report.

        


        The
          Company shall prepare and file any and all information statements or other
          filings required to be delivered to any governmental taxing authority or
          to
          Purchaser pursuant to any applicable law with respect to the Mortgage Loans
          and
          the transactions contemplated hereby. In addition, the Company shall provide
          Purchaser with such information concerning the Mortgage Loans as is necessary
          for Purchaser to prepare its federal income tax return as Purchaser may
          reasonably request from time to time.

        


        In
          addition, not more than sixty (60) days after the end of each calendar
          year, the
          Company shall furnish to each Person who was a Purchaser at any time during
          such
          calendar year an annual statement in accordance with the requirements of
          applicable federal income tax law as to the aggregate of remittances for
          the
          applicable portion of such year.

         

        Section
          5.03 Monthly
          Advances by the Company.

        


        Not
          later
          than the close of business on the Business Day preceding each Remittance
          Date,
          the Company shall deposit in the Custodial Account an amount equal to all
          payments not previously advanced by the Company, whether or not deferred
          pursuant to Section 4.01, of principal (due after the Cut-off Date) and
          interest
          not allocable to the period prior to the Cut-off Date, adjusted to the
          Mortgage
          Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
          at the
          close of business on the related Determination 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 Remittance Date prior to the date on
          which the
          Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
          the
          sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
          Loan
          unless the Company deems such advance to be nonrecoverable. In such event,
          the
          Company shall deliver to the Purchaser an Officer's Certificate of the
          Company
          to the effect that an officer of the Company has reviewed the related Mortgage
          File and has made the reasonable determination that any additional advances
          are
          nonrecoverable. 

        


        Section
          5.04 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
          in a
          form mutually acceptable to Company and Purchaser. The Company shall also
          provide reports on the status of REO Property containing such information
          as
          Purchaser may reasonably require.

         

        ARTICLE
          VI

        


        GENERAL
          SERVICING PROCEDURES

        


        Section
          6.01 Assumption
          Agreements.

        


        The
          Company will, to the extent it has knowledge of any conveyance or prospective
          conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
          conveyance or by contract of sale, and whether or not the Mortgagor remains
          or
          is to remain liable under the Mortgage Note and/or the Mortgage), exercise
          its
          rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
          clause to the extent permitted by law; provided, however, that the Company
          shall
          not exercise any such rights if prohibited by law or the terms of the Mortgage
          Note from doing so or if the exercise of such rights would impair or threaten
          to
          impair any recovery under the related Primary Mortgage Insurance Policy
          or
          Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably
          believes it is unable under applicable law to enforce such "due-on-sale"
          clause,
          the Company, with the approval of the Purchaser, will enter into an assumption
          agreement with the person to whom the Mortgaged Property has been conveyed
          or is
          proposed to be conveyed, pursuant to which such person becomes liable under
          the
          Mortgage Note and, to the extent permitted by applicable state law, the
          Mortgagor remains liable thereon. Where an assumption is allowed pursuant
          to
          this Section 6.01, the Company, with the prior consent of the Purchaser
          and the
          primary mortgage insurer, if any, is authorized to enter into a substitution
          of
          liability agreement with the person to whom the Mortgaged Property has
          been
          conveyed or is proposed to be conveyed pursuant to which the original mortgagor
          is released from liability and such Person is substituted as mortgagor
          and
          becomes liable under the related Mortgage Note. Any such substitution of
          liability agreement shall be in lieu of an assumption agreement. 

        


        In
          connection with any such assumption or substitution of liability, the Company
          shall follow the underwriting practices and procedures of the Company.
          With
          respect to an assumption or substitution of liability, the Mortgage Interest
          Rate borne by the related Mortgage Note, the amount of the Monthly Payment
          and
          the maturity date may not be changed (except pursuant to the terms of the
          Mortgage Note). 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. The Company shall notify the Purchaser that any such
          substitution of liability or assumption agreement has been completed by
          forwarding to the Purchaser the original of any such substitution of liability
          or assumption agreement, which document shall be added to the related Mortgage
          File and shall, for all purposes, be considered a part of such Mortgage
          File to
          the same extent as all other documents and instruments constituting a part
          thereof. All fees collected by the Company for entering into an assumption
          or
          substitution of liability agreement shall belong to the Company.

        


        Notwithstanding
          the foregoing paragraphs of this Section or any other provision of this
          Agreement, the Company shall not be deemed to be in default, breach or
          any other
          violation of its obligations hereunder by reason of any assumption of a
          Mortgage
          Loan by operation of law or any assumption which the Company may be restricted
          by law from preventing, for any reason whatsoever. For purposes of this
          Section
          6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
          Property subject to the Mortgage that is not accompanied by an assumption
          or
          substitution of liability agreement.

        


        Section
          6.02 Satisfaction
          of Mortgages and Release of Mortgage
          Files.

        


        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 will immediately notify the Purchaser by a
          certification, which certification shall include a statement to the effect
          that
          all amounts received or to be received in connection with such payment
          which are
          required to be deposited in the Custodial Account pursuant to Section 4.04
          have
          been or will be so deposited, of a Servicing Officer and shall request
          delivery
          to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
          shall no later than five Business Days after receipt of such certification
          and
          request, release or cause to be released to the Company, the related Mortgage
          Loan Documents and, upon its receipt of such documents, the Company shall
          promptly prepare and deliver to the Purchaser the requisite satisfaction
          or
          release. No later than five (5) Business Days following its receipt of
          such
          satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
          to the Company the release or satisfaction properly executed by the owner
          of
          record of the applicable mortgage or its duly appointed attorney in fact.
          No
          expense incurred in connection with any instrument of satisfaction or deed
          of
          reconveyance shall be chargeable to the Custodial Account.

        


        In
          the
          event the Company satisfies or releases a Mortgage without having obtained
          payment in full of the indebtedness secured by the Mortgage or should it
          otherwise prejudice any right the Purchaser may have under the mortgage
          instruments, the Company, upon written demand, shall remit within two (2)
          Business Days to the Purchaser the then outstanding principal balance of
          the
          related Mortgage Loan by deposit thereof in the Custodial Account. The
          Company
          shall maintain the Fidelity Bond and errors and omissions insurance 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.

        


        From
          time
          to time and as appropriate for the servicing or foreclosure of the Mortgage
          Loan, including for the purpose of collection under any Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser
          shall, upon request of the Company and delivery to the Purchaser of a servicing
          receipt signed by a Servicing Officer, release the portion of the Mortgage
          File
          held by the Purchaser to the Company. Such servicing receipt shall obligate
          the
          Company to return the related Mortgage documents to the Purchaser when
          the need
          therefor by the Company no longer exists, unless the Mortgage Loan has
          been
          liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
          been
          deposited in the Custodial Account or the Mortgage File or such document
          has
          been delivered to an attorney, or to a public trustee or other public official
          as required by law, for purposes of initiating or pursuing legal action
          or other
          proceedings for the foreclosure of the Mortgaged Property either judicially
          or
          non-judicially, and the Company has delivered to the Purchaser a certificate
          of
          a Servicing Officer certifying as to the name and address of the Person
          to which
          such Mortgage File or such document was delivered and the purpose or purposes
          of
          such delivery. Upon receipt of a certificate of a Servicing Officer stating
          that
          such Mortgage Loan was liquidated, the servicing receipt shall be released
          by
          the Purchaser to the Company.

        


        Section
          6.03 Servicing
          Compensation.

        


        As
          compensation for its services hereunder, the Company shall be entitled
          to
          withdraw from the Custodial Account (to the extent of interest payments
          collected on the Mortgage Loans) or to retain from interest payments collected
          on the Mortgage Loans, the amounts provided for as the Company's Servicing
          Fee,
          subject to payment of compensating interest on Principal Prepayments as
          capped
          by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
          compensation in the form of assumption fees, as provided in Section 6.01,
          and
          late payment charges or otherwise shall be retained by the Company to the
          extent
          not required to be deposited in the Custodial Account. No Servicing Fee
          shall be
          payable in connection with partial Monthly Payments. 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 therefor
          except
          as specifically provided for.

        


        Section
          6.04 Annual
          Statement as to Compliance.

        


        The
          Company will deliver to the Purchaser not later than 90 days following
          the end
          of each fiscal year of the Company beginning in March 2003, an Officers'
          Certificate stating, as to each signatory thereof, that (i) a review of
          the
          activities of the Company during the preceding calendar year and of performance
          under this Agreement has been made under such officers' supervision, and
          (ii) to
          the best of such officers' knowledge, based on such review, the Company
          has
          fulfilled all of 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 officers and the nature and
          status of
          cure provisions thereof. Copies of such statement shall be provided by
          the
          Company to the Purchaser upon request.

        


        Section
          6.05 Annual
          Independent Certified Public Accountants'
          Servicing Report.

        


        Within
          ninety (90) days of Company's fiscal year end beginning in March 2003 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 the Purchaser to the effect that such firm has examined
          certain documents and records relating to the Company's servicing of mortgage
          loans of the same type as the Mortgage Loans pursuant to servicing agreements
          substantially similar to this Agreement, which agreements may include this
          Agreement, and that, on the basis of such an examination, conducted
          substantially in the uniform single audit program for mortgage bankers,
          such
          firm is of the opinion that the Company's servicing has been conducted
          in
          compliance with the agreements examined pursuant to this Section 6.05,
          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. Copies of
          such
          statement shall be provided by the Company to the Purchaser. In addition,
          on an
          annual basis, Company shall provided Purchaser with copies of its audited
          financial statements. 

        


        Section
          6.06 Purchaser's
          Right to Examine Company Records.

        


        The
          Purchaser shall have the right to examine and audit upon reasonable notice
          to
          the Company, during business hours or at such other times as might be reasonable
          under applicable circumstances, any and all of the books, records, documentation
          or other information of the Company, or held by another for the Company
          or on
          its behalf or otherwise, which relates to the performance or observance
          by the
          Company of the terms, covenants or conditions of this Agreement.

        


        The
          Company shall provide to the Purchaser and any supervisory agents or examiners
          representing a state or federal governmental agency having jurisdiction
          over the
          Purchaser, including but not limited to OTS, FDIC and other similar entities,
          access to any documentation regarding the Mortgage Loans in the possession
          of
          the Company which may be required by any applicable regulations. Such access
          shall be afforded without charge, upon reasonable request, during normal
          business hours and at the offices of the Company, and in accordance with
          the
          federal government, FDIC, OTS, or any other similar regulations.

        


        ARTICLE
          VII

        


        REPORTS
          TO BE PREPARED BY SERVICER

        


        Section
          7.01 Company
          Shall Provide Information as Reasonably
          Required.

        


        The
          Company shall furnish to the Purchaser during the term of this Agreement,
          such
          periodic, special or other reports, information or documentation, whether
          or not
          provided for herein, as shall be necessary, reasonable or appropriate in
          respect
          to the Purchaser, or otherwise in respect to the Mortgage Loans and the
          performance of the Company under this Agreement, including any reports,
          information or documentation reasonably required to comply with any regulations
          regarding any supervisory agents or examiners of the Purchaser all such
          reports
          or information to be as provided by and in accordance with such applicable
          instructions and directions as the Purchaser may reasonably request in
          relation
          to this Agreement or the performance of the Company under this Agreement.
          The
          Company agrees to execute and deliver all such instruments and take all
          such
          action as the Purchaser, from time to time, may reasonably request in order
          to
          effectuate the purpose and to carry out the terms of this
          Agreement.

        


        In
          connection with marketing the Mortgage Loans, the Purchaser may make available
          to a prospective purchaser audited financial statements of the Company
          for the
          most recently completed two (2) fiscal years for which such statements
          are
          available, as well as a Consolidated Statement of Condition at the end
          of the
          last two (2) fiscal years covered by any Consolidated Statement of Operations.
          If it has not already done so, the Company shall furnish promptly to the
          Purchaser or a prospective purchaser copies of the statements specified
          above.

        


        The
          Company shall make reasonably available to the Purchaser or any prospective
          Purchaser a knowledgeable financial or accounting officer for the purpose
          of
          answering questions 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
          SERVICER

        


        Section
          8.01 Indemnification;
          Third Party Claims.

        


        The
          Company agrees to indemnify the Purchaser and hold it harmless against
          any and
          all claims, losses, damages, penalties, fines, forfeitures, legal fees
          and
          related costs, judgments, and any other costs, fees and expenses that the
          Purchaser may sustain in any way related to the failure of the Company
          to
          observe and perform its duties, obligations, covenants, and agreements
          to
          service the Mortgage Loans in strict compliance with the terms of this
          Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
          against any and all claims, losses, damages, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and any other costs, fees and
          expenses
          that the Purchaser may sustain in any way related to the breach of a
          representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
          The Company shall immediately notify the Purchaser if a claim is made by
          a third
          party against Company with respect to this Agreement or the Mortgage Loans,
          assume (with the consent of the Purchaser) the defense of any such claim
          and pay
          all expenses in connection therewith, including counsel fees, whether or
          not
          such claim is settled prior to judgment, 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
          shall
          promptly reimburse the Company for all amounts advanced by it pursuant
          to the
          two preceding sentences except when the claim relates to the failure of
          the
          Company to service and administer the Mortgages in strict compliance with
          the
          terms of this Agreement, the breach of representation or warranty set forth
          in
          Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct
          of Company. The provisions of this Section 8.01 shall survive termination
          of
          this Agreement.

        


        Section
          8.02 Merger
          or Consolidation of the Company.

        


        The
          Company will keep in full effect its existence, rights and franchises as
          a
          corporation under the laws of the state of its incorporation except as
          permitted
          herein, and will obtain and preserve its qualification to do business as
          a
          foreign corporation in each jurisdiction in which such qualification is
          or shall
          be necessary to protect the validity and enforceability of this Agreement,
          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
          whether or not related to loan servicing, 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 (i) having a GAAP net worth of not less than $25,000,000,
          (ii)
          the deposits of which are insured by the FDIC, SAIF and/or BIF, and which
          is a
          HUD-approved mortgagee whose primary business is in origination and servicing
          of
          first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved
          seller/servicer in good standing.

        


        Section
          8.03 Limitation
          on Liability of the Company and Others.

        


        Neither
          the Company nor any of the 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 made in good faith; 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
          liability which would otherwise be imposed by reason of negligence, bad
          faith or
          willful misconduct, or any breach of the terms and conditions of this Agreement.
          The Company and any 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
          the Purchaser 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 reasonable opinion may involve it in any
          expenses 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 reasonable legal expenses and costs of such
          action
          and any liability resulting therefrom shall be expenses, costs and liabilities
          for which the Purchaser will be liable, and the Company shall be entitled
          to be
          reimbursed therefor from the Purchaser upon written demand.

        


        Section
          8.04 Company
          Not to Assign or Resign.

        


        The
          Company shall not assign this Agreement or 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 11.01.

        


        Section
          8.05 No
          Transfer of Servicing.

        


        With
          respect to the retention of the Company to service the Mortgage Loans hereunder,
          the Company acknowledges that the Purchaser has acted in reliance upon
          the
          Company's independent status, the adequacy of its servicing facilities,
          plan,
          personnel, records and procedures, its integrity, reputation and financial
          standing and the continuance thereof. Without in any way limiting the generality
          of this Section, the Company shall not either assign this Agreement or
          the
          servicing hereunder or delegate its rights or duties hereunder or any portion
          thereof, or sell or otherwise dispose of all or substantially all of its
          property or assets, without the prior written approval of the Purchaser,
          which
          consent shall be granted or withheld in the Purchaser's sole
          discretion.

        


        Without
          in any way limiting the generality of this Section 8.05, in the event that
          the
          Company either shall assign this Agreement or the servicing responsibilities
          hereunder or delegate its duties hereunder or any portion thereof without
          (i)
          satisfying the requirements set forth herein or (ii) the prior written
          consent
          of the Purchaser, which consent shall not be unreasonable withheld, then
          the
          Purchaser shall have the right to terminate this Agreement, without any
          payment
          of any penalty or damages and without any liability whatsoever to the Company
          (other than with respect to accrued but unpaid Servicing Fees and Servicing
          Advances remaining unpaid) or any third party. 

        



        


        ARTICLE
          IX

        


        DEFAULT

        


        Section
          9.01 Events
          of Default.

        


        In
          case
          one or more of the following Events of Default by the Company shall occur
          and be
          continuing, that is to say:

        


        (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
          (2) Business Days; or

        


        (ii)
          failure on the part of the Company duly to observe or perform in any material
          respect any other of the covenants or agreements on the part of the Company
          set
          forth in this Agreement which continues unremedied for a period of thirty
          (30)
          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

        


        (iii)
          a
          decree or order of a court or agency or supervisory authority having
          jurisdiction for the appointment of a conservator or receiver or liquidator
          in
          any insolvency, bankruptcy, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings, or for the winding-up or liquidation
          of its
          affairs, shall have been entered against the Company and such decree or
          order
          shall have remained in force undischarged or unstayed for a period of sixty
          days; or

        


        (iv)
          the
          Company shall consent to the appointment of a conservator or receiver or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to the Company
          or
          of or relating to all or substantially all of its property; or

        


        (v)
          the
          Company shall admit in writing its inability to pay its debts generally
          as they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations; or

        


        (vi)
          Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage
          loan
          seller or servicer for more than thirty days; or

        


        (vii)
          the
          Company attempts to assign its right to servicing compensation hereunder
          or the
          Company attempts, without the consent of the Purchaser, to sell or otherwise
          dispose of all or substantially all of its property or assets or to assign
          this
          Agreement or the servicing responsibilities hereunder or to delegate its
          duties
          hereunder or any portion thereof; or

        


        (viii)
          the Company ceases to be (a) licensed to service first lien residential
          mortgage
          loans in any jurisdiction in which a Mortgaged Property is located and
          such
          licensing is required, and (b) qualified to transact business in any
          jurisdiction where it is currently so qualified, but only to the extent
          such
          non-qualification materially and adversely affects the Company's ability
          to
          perform its obligations hereunder; or

        


        (ix)
          the
          Company fails to meet the eligibility criteria set forth in the last sentence
          of
          Section 8.02.

        


        Then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Purchaser, by notice in writing to the Company (except in
          the case
          of an Event of Default under clauses (iii), (iv) or (v) above, in which
          case,
          automatically and without notice) Company may, in addition to whatever
          rights
          the Purchaser may have under Sections 3.03 and 8.01 and at law or equity
          or to
          damages, including injunctive relief and specific performance, terminate
          all the
          rights and obligations of the Company under this Agreement and in and to
          the
          Mortgage Loans and the proceeds thereof without compensating the Company
          for the
          same. On or after the receipt by the Company of such written notice (or,
          in the
          case of an Event of Default under clauses (iii), (iv) or (v) above, in
          which
          case, automatically and without 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
          11.01. Upon written request from the Purchaser, the Company shall prepare,
          execute and deliver, any and all documents and other instruments, place
          in such
          successor's possession all Mortgage Files, and do or accomplish all other
          acts
          or things necessary or appropriate to effect the purposes of such notice
          of
          termination, whether to complete the transfer and endorsement or assignment
          of
          the Mortgage Loans and related documents, or otherwise, at the Company's
          sole
          expense. The Company agrees to 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 or Escrow Account or thereafter received
          with respect to the Mortgage Loans or any REO Property.

        


        Section
          9.02 Waiver
          of Defaults.

        


        The
          Purchaser may waive only by written notice any default by the Company in
          the
          performance of its obligations hereunder and its consequences. Upon any
          such
          waiver of a past default, such default shall cease to exist, and any 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 in writing.

        


        ARTICLE
          X

        


        TERMINATION

        


        Section
          10.01 Termination.

         

        The
          respective obligations and responsibilities of the Company shall terminate
          upon:
          (i) the later of the final payment or other liquidation (or any advance
          with
          respect thereto) of the last Mortgage Loan and the disposition of all remaining
          REO Property and the remittance of all funds due hereunder; or (ii) by
          mutual
          consent of the Company and the Purchaser in writing; or (iii) termination
          with
          cause under the terms of this Agreement.

        


         

        ARTICLE
          XI

        


        MISCELLANEOUS
          PROVISIONS

        


        Section
          11.01 Successor
          to the Company.

        


        Prior
          to
          termination of Company's responsibilities and duties under this Agreement
          pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), 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 hereof 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 the
          Purchaser 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 Company pursuant to the aforementioned Sections shall not become effective
          until a successor shall be appointed pursuant to this Section and shall
          in no
          event relieve the Company of the representations and warranties made pursuant
          to
          Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser
          thereunder and under Section 8.01, 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 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,
          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 this Agreement pursuant to Section 4.13,
          8.04,
          9.01 or 10.01 shall not affect any claims that the Purchaser may have against
          the Company arising prior to any such termination or resignation.

        


        The
          Company shall promptly deliver to the successor the funds in the Custodial
          Account and the Escrow Account and the Mortgage Files and related documents
          and
          statements held by it hereunder and the Company shall account for all funds.
          The
          Company shall execute and deliver such instruments and do such other things
          all
          as may reasonably be required to more fully and definitely vest and confirm
          in
          the successor all such rights, powers, duties, responsibilities, obligations
          and
          liabilities of the Company. The successor shall make arrangements as it
          may deem
          appropriate to reimburse the Company for unrecovered Servicing Advances
          which
          the successor retains hereunder and which would otherwise have been recovered
          by
          the Company pursuant to this Agreement but for the appointment of the successor
          servicer.

        


        Upon
          a
          successor's acceptance of appointment as such, the Company shall notify
          by mail
          the Purchaser of such appointment.

        


        Section
          11.02 Amendment.

        


        This
          Agreement may be amended from time to time by the Company and the Purchaser
          by
          written agreement signed by the Company and the Purchaser.


        


        Section
          11.03 Recordation
          of Agreement.

        


        To
          the
          extent permitted by applicable law, this Agreement is subject to recordation
          in
          all appropriate public offices for real property records in all the counties
          or
          other comparable jurisdictions in which any of the properties subject to
          the
          Mortgages are situated, and in any other appropriate public recording office
          or
          elsewhere, such recordation to be effected by the Company at the Company's
          expense on direction of the Purchaser accompanied by an opinion of counsel
          to
          the effect that such recordation materially and beneficially affects the
          interest of the Purchaser or is necessary for the administration or servicing
          of
          the Mortgage Loans.

        


        Section
          11.04 Governing
          Law.

        


        This
          Agreement and the related Term Sheet shall be governed by and construed
          in
          accordance with the laws of the State of New York except to the extent
          preempted
          by Federal law. The obligations, rights and remedies of the parties hereunder
          shall be determined in accordance with such laws.

        


        Section
          11.05 Notices.

        


        Any
          demands, notices or other communications permitted or required hereunder
          shall
          be in writing and shall be deemed conclusively to have been given if personally
          delivered at or mailed by registered mail, postage prepaid, and return
          receipt
          requested or certified mail, return receipt requested, or transmitted by
          telex,
          telegraph or telecopier and confirmed by a similar mailed writing, as
          follows:

        


        (i)          
           if
          to the
          Company:

         

        Fifth
          Third Mortgage Company

        38
          Fountain Square, MD 1com 56

        Cincinnati,
          Ohio 45202

        Attention:
          Stephen
          Johnson

        Telecopier
          No.: 513-534-4194

        


        With
          a
          copy to: 

        


        Fifth
          Third Mortgage Company

        38
          Fountain Square, MD 1com 56

        Cincinnati,
          Ohio 45202

        Attention:
          David
          Powell

        Telecopier
          No.: 513-358-8697

        


        With
          a
          copy to:

        Fifth
          Third Mortgage Company

        38
          Fountain Square, MD 1com 56

        Cincinnati,
          Ohio 45202

        Attention:
          Therese
          Paul

        


        (ii)         
           if to the Purchaser:

         

        EMC
          Mortgage Corporation 

        Mac
          Arthur Ridge II, 

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          Texas 75038

        Attention:
          Ms. Ralene Ruyle

        Telecopier
          No.: (972) 444-2810

        


        With
          a
          copy to:

        


        Bear
          Stearns Mortgage Capital Corporation

        383
          Madison Avenue

        New
          York,
          New York 10179

        Attention:
          Steve Trombetta

        


        or
          such
          other address as may hereafter be furnished to the other party by like
          notice.
          Any such demand, notice or 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
          11.06 Severability
          of Provisions.

        


        Any
          part,
          provision, representation or warranty of this Agreement and the related
          Term
          Sheet 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 that 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 nearly as
          possible
          the same as the economic effect of this Agreement without regard to such
          invalidity.

        


        Section
          11.07 Exhibits.

        


        The
          exhibits to this Agreement are hereby incorporated and made a part hereof
          and
          are an integral part of this Agreement.

        


        Section
          11.08 General
          Interpretive Principles.

        


        For
          purposes of this Agreement, except as otherwise expressly provided or unless
          the
          context otherwise requires:

        


        (i)
          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;

        


        (ii)
          accounting
          terms not otherwise defined herein have the meanings assigned to them in
          accordance with generally accepted accounting principles;

         

        (iii)
          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;

        


        (iv)
          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;

        


        (v)
          the
          words
          "herein", "hereof ", "hereunder" and other words of similar import refer
          to this
          Agreement as a whole and not to any particular provision; 

        


        (vi)
          the
          term
          "include" or "including" shall mean without limitation by reason of enumeration;
          and

        


        (viii)
          headings
          of the Articles and Sections in this Agreement are for reference purposes
          only
          and shall not be deemed to have any substantive effect.

        


        Section
          11.09 Reproduction
          of Documents.

        


        This
          Agreement and all documents relating thereto, including, without limitation,
          (i)
          consents, waivers and modifications which may hereafter be executed, (ii)
          documents received by any party at the closing, and (iii) 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.

        


        Section
          11.10 Confidentiality
          of Information.

        


        Each
          party recognizes that, in connection with this Agreement, it may become
          privy to
          non-public information regarding the financial condition, operations and
          prospects of the other party. Each party agrees to keep all non-public
          information regarding the other party strictly confidential, and to use
          all such
          information solely in order to effectuate the purpose of the Agreement,
          provided
          that each party may provide confidential information to its employees,
          agents
          and affiliates who have a need to know such information in order to effectuate
          the transaction, provided further that such information is identified as
          confidential non-public information. In addition, confidential information
          may
          be provided to a regulatory authority with supervisory power over Purchaser,
          provided such information is identified as confidential non-public
          information.

        


        Section
          11.11 Recordation
          of Assignments of Mortgage.

        


        To
          the
          extent permitted by applicable law, each of the Assignments 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 by and 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
          11.12 Assignment.

        


        The
          Purchaser shall have the right, without the consent of the Company, 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 and Assumption Agreement
          substantially in the form of Exhibit D hereto and the assignee or designee
          shall
          accede to the rights and obligations hereunder of the Purchaser with respect
          to
          such Mortgage Loans. In no event shall Purchaser sell a partial interest
          in any
          Mortgage Loan without the written consent of Company, which consent shall
          not be
          unreasonably denied. All references to the Purchaser in this Agreement
          shall be
          deemed to include its assignee or designee. The Company shall have the
          right,
          only with the consent of the Purchaser or otherwise in accordance with
          this
          Agreement, to assign, in whole or in part, its interest under this Agreement
          with respect to some or all of the Mortgage Loans. In no event shall there
          be
          more than four (4) Persons with the status of “Purchaser” per pool of Mortgage
          Loans under this Agreement.

        


        Section
          11.13 No
          Partnership.

        


        Nothing
          herein contained shall be deemed or construed to create a co-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
          Purchaser.

        


        Section
          11.14 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 this Agreement shall inure to the benefit
          of
          and be binding upon the Company and the Purchaser and their respective
          successors and assigns.

        


        Section
          11.15 Entire
          Agreement.

        


        The
          Company acknowledges that no representations, agreements or promises were
          made
          to the Company by the Purchaser or any of its employees other than those
          representations, agreements or promises specifically contained herein and
          in the
          Confirmation. The Confirmation and this Agreement and the related Term
          Sheet
          sets forth the entire understanding between the parties hereto; provided,
          however, only this Agreement and the related Term Sheet shall be binding
          upon
          all successors of both parties. In the event of any inconsistency between
          the
          Confirmation and this Agreement, this Agreement and the related Term Sheet
          shall
          control.

        


        Section
          11.16. No
          Solicitation.

        


        From
          and
          after the Closing Date, the Company agrees that it will not take any action
          or
          permit or cause any action to be taken by any of its agents or affiliates,
          to
          personally, by telephone or mail, solicit the borrower or obligor under
          any
          Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without
          the
          prior written consent of the Purchaser. Notwithstanding the foregoing,
          it is
          understood and agreed that (i) promotions undertaken by the Company or
          any
          affiliate of the Company which are directed to the general public at large,
          or
          segments thereof, provided that no segment shall consist primarily of the
          Mortgage Loans, including, without limitation, mass mailing based on
          commercially acquired mailing lists, newspaper, radio and television
          advertisements and (ii) responses to unsolicited requests or inquiries
          made by a
          Mortgagor or an agent of a Mortgagor, shall not constitute solicitation
          under
          this Section 11.16. This Section 11.16 shall not be deemed to preclude
          the
          Company or any of its affiliates from soliciting any Mortgagor for any
          other
          financial products or services. The Company shall use its best efforts
          to
          prevent the sale of the name of any Mortgagor to any Person who is not
          affiliate
          of the Company. This
          Section 11.16 shall also not be deemed to preclude the Company or any of
          its
          affiliates from soliciting any Mortgagor based upon relationships or data
          other
          than with respect to the related Mortgage Loan and any of the related Mortgage
          Loan Documents.

        


        Section
          11.17. Closing.

        


        The
          closing for the purchase and sale of the Mortgage Loans shall take place
          on the
          related Closing Date. 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 for the Mortgage Loans to be purchased on the related Closing Date
          shall
          be subject to each of the following conditions:

        


        (a) at
          least
          one (1) Business Day prior to the related Closing Date, the Company shall
          deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
          on
          a loan-level basis of the information contained in the related Mortgage
          Loan
          Schedule attached to the related Term Sheet;

        


        (b) all
          of
          the representations and warranties of the Company under this Agreement
          shall be
          materially true and correct as of the related Closing Date and no event
          shall
          have occurred which, with notice or the passage of time, would constitute
          a
          material default under this Agreement;

        


        (c) the
          Purchaser shall have received, or the Purchaser's attorneys shall have
          received
          in escrow, all documents required pursuant to this Agreement, the related
          Term
          Sheet, an opinion of counsel and an officer's certificate, all 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 terms
          hereof;

        


        (d) the
          Company shall have delivered and released to the Purchaser (or its designee)
          on
          or prior to the related Closing Date all documents required pursuant to
          the
          terms of this Agreement and the related Term Sheet; and

        


        (e) all
          other
          terms and conditions of this Agreement, the related Term Sheet and the
          Confirmation shall have been materially complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall pay to the Company on
          the
          related Closing Date the Purchase Price, plus accrued interest pursuant
          to
          Section 2.02 of this Agreement, by wire transfer of immediately available
          funds
          to the account designated by the Company.

        


        Section
          11.18. Cooperation
          of Company with a Reconstitution.

        


        The
          Company and the Purchaser agree that with respect to some or all of the
          Mortgage
          Loans, on or after the related Closing Date, on one or more dates (each
          a
          "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
          effect
          a sale (each, a "Reconstitution"), which in no event shall there be more
          than
          four (4) Reconstitutions per pool of Mortgage Loans, of some or all of
          the
          Mortgage Loans then subject to this Agreement, without recourse,
          to:

        


        (a) 
          one or
          more third party purchasers in one or more in whole loan transfers (each,
          a
          "Whole Loan Transfer"); or

        


        (b) one
          or
          more trusts or other entities to be formed as part of one or more pass-through
          transfers (each, a "Pass-Through Transfer").

        


        The
          Company agrees to execute in connection with any agreements among the Purchaser,
          the Company, and any servicer in connection with a Whole Loan Transfer,
          an
          Assignment, Assumption and Recognition Agreement substantially in the form
          of
          Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and
          servicing agreement or a participation and servicing agreement or similar
          agreement in form and substance reasonably acceptable to the parties, and
          in
          connection with a Pass-Through Transfer, a pooling and servicing agreement
          in
          form and substance reasonably acceptable to the parties, (collectively
          the
          agreements referred to herein are designated, the "Reconstitution Agreements").
          It is understood that any such Reconstitution Agreements will not contain
          any
          greater obligations on the part of Company than are contained in this
          Agreement.

        


        With
          respect to each Whole Loan Transfer and each Pass-Through Transfer entered
          into
          by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
          and any prospective purchaser with respect to all reasonable requests and
          due
          diligence procedures; (2) to execute, deliver and perform all Reconstitution
          Agreements required by the Purchaser; (3) to restate the representations
          and
          warranties set forth in this Agreement as of the settlement or closing
          date in
          connection with such Reconstitution (each, a "Reconstitution Date"). In
          that
          connection, the Company shall provide to such servicer or issuer, as the
          case
          may be, and any other participants in such Reconstitution: (i) any and
          all
          information (including servicing portfolio information) and appropriate
          verification of information (including servicing portfolio information)
          which
          may be reasonably available to the Company, whether through letters of
          its
          auditors and counsel or otherwise, as the Purchaser or any such other
          participant shall request upon reasonable demand; and (ii) such additional
          representations, warranties, covenants, opinions of counsel, letters from
          auditors, and certificates of public officials or officers of the Company
          as are
          reasonably agreed upon by the Company and the Purchaser or any such other
          participant (including updating or “bringing down” any representations or
          warranties with respect to the Mortgage Loans if such Reconstitution Date
          is in
          the same calendar month as the related Closing Date). In connection with
          each
          Pass-Through Transfer, the Company agrees to provide reasonable and customary
          indemnification to the Purchaser and its affilates for disclosure contained
          in
          any offering document relating to the Company or its affilates, the Mortgage
          Loans and the underwriting standards of the Mortgage Loans. The Purchaser
          shall
          be responsible for the costs relating to the delivery of such information.
          

         

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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        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
	 	
                  Purchaser

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:  

                	 
	 	Title:	 


        

         

        
           

          
            	 	 	 
	 	FIFTH
                    THIRD MORTGAGE COMPANY
	 	
                    Company

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:  

                  	 
	 	Title:	 


          

           

        

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          A

        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser,
          and
          which shall be retained by the Company in the Servicing File or delivered
          to the
          Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
          Warranties and Servicing Agreement.

        


        1.
          The
          original Mortgage Note endorsed "Pay to the order of
          ____________________________________________________, without recourse,"
          and
          signed via original signature in the name of the Company by an authorized
          officer, with all intervening endorsements showing a complete chain of
          title
          from the originator to the Company, together with any applicable riders.
          In no
          event may an endorsement be a facsimile endorsement. If the Mortgage Loan
          was
          acquired by the Company in a merger, the endorsement must be by "[Company],
          successor by merger to the [name of predecessor]". If the Mortgage Loan
          was
          acquired or originated by the Company while doing business under another
          name,
          the endorsement must be by "[Company] formerly known as [previous name]".
          Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
          acceptability. 

        


        2.
          The
          original Mortgage (together with a standard adjustable rate mortgage rider)
          with
          evidence of recording thereon, or a copy thereof certified by the public
          recording office in which such mortgage has been recorded or, if the original
          Mortgage has not been returned from the applicable public recording office,
          a
          true certified copy, certified by the Company.

        


        3.
          The
          original or certified copy, certified by the Company, of the Primary Mortgage
          Insurance Policy, if required.

        


        4. The
          original Assignment, from the Company to _____________________________________,
          or in accordance with Purchaser's instructions, which assignment shall,
          but for
          any blanks requested by Purchaser, be in form and substance acceptable
          for
          recording. If the Mortgage Loan was acquired or originated by the Company
          while
          doing business under another name, the Assignment must be by "[Company]
          formerly
          known as [previous name]". If the Mortgage Loan was acquired by the Company
          in a
          merger, the endorsement must be by "[Company], successor by merger to the
          [name
          of predecessor]". None of the Assignments are blanket assignments of
          mortgage.

        


        5. The
          original policy of title insurance, including riders and endorsements thereto,
          or if the policy has not yet been issued, a written commitment or interim
          binder
          or preliminary report of title issued by the title insurance or escrow
          company,
          or an opinion of title, if applicable.

        


        6. Originals
          of all recorded intervening Assignments, or copies thereof, certified by
          the
          public recording office in which such Assignments have been recorded showing
          a
          complete chain of title from the originator to the Company, with evidence
          of
          recording thereon, or a copy thereof certified by the public recording
          office in
          which such Assignment has been recorded or, if the original Assignment
          has not
          been returned from the applicable public recording office, a true certified
          copy, certified by the Company.

        


        7. Originals,
          or copies thereof certified by the public recording office in which such
          documents have been recorded, of each assumption, extension, modification,
          written assurance or substitution agreements, if applicable, or if the
          original
          of such document has not been returned from the applicable public recording
          office, a true certified copy, certified by the Company. 

        


        8. If
          the
          Mortgage Note or Mortgage or any other material document or instrument
          relating
          to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
          the
          original or copy of power of attorney or other instrument that authorized
          and
          empowered such person to sign bearing evidence that such instrument has
          been
          recorded, if so required in the appropriate jurisdiction where the Mortgaged
          Property is located, or a copy thereof certified by the public recording
          office
          in which such instrument has been recorded or, if the original instrument
          has
          not been returned from the applicable public recording office, a true certified
          copy, certified by the Company.

        


        9. reserved.

        


        10. Mortgage
          Loan closing statement (Form HUD-1) and any other truth-in-lending or real
          estate settlement procedure forms required by law.

        


        11.
          Residential loan application.

        


        12. Uniform
          underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
          equivalent.

        


        13. Credit
          report on the mortgagor.

        


        14. Business
          credit report, if applicable.

        


        15. Residential
          appraisal report and attachments thereto.

        


        16. The
          original of any guarantee executed in connection with the Mortgage
          Note.

        


        17. Verification
          of employment and income except for Mortgage Loans originated under a limited
          documentation program, all in accordance with Company's underwriting
          guidelines.

        


        18. Verification
          of acceptable evidence of source and amount of down payment, in accordance
          with
          Company's underwriting guidelines.

        


        19. Photograph
          of the Mortgaged Property (may be part of appraisal).

        


        20. Survey
          of
          the Mortgaged Property, if any.

        


        21. Sales
          contract, if applicable.

        


        22. If
          available, termite report, structural engineer’s report, water portability and
          septic certification.

        


        23. Any
          original security agreement, chattel mortgage or equivalent executed in
          connection with the Mortgage.

        


        24. Name
          affidavit, if applicable.

        


        Notwithstanding
          anything to the contrary herein, Company may provide one certificate for
          all of
          the Mortgage Loans indicating that the documents were delivered for
          recording.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        CUSTODIAL
          ACCOUNT LETTER AGREEMENT

        


        ______________,
          2001

        


        To: [_______________________]
          

        (the
          "Depository")

        


        As
          "Company" under the Purchase, Warranties and Servicing Agreement, dated
          as of
          [_____________________] 1, 2001 Adjustable Rate Mortgage Loans (the
          "Agreement"), we hereby authorize and request you to establish an account,
          as a
          Custodial Account pursuant to Section 4.04 of the Agreement, to be designated
          as
          "[______________________________________], in trust for the [Purchaser],
          Owner
          of Adjustable Rate Mortgage Loans". All deposits in the account shall be
          subject
          to withdrawal therefrom by order signed by the Company. This letter is
          submitted
          to you in duplicate. Please execute and return one original to us.

        


        [__________________________]

         

        By:____________________________

         

        Name:__________________________

         

        Title:_________________________

         

         

        


        The
          undersigned, as "Depository", hereby certifies that the above described
          account
          has been established under Account Number [__________], at the office of
          the
          depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above. The full amount deposited at any time in the account will
          be
          insured up to applicable limits by the Federal Deposit Insurance Corporation
          through the Bank Insurance Fund or the Savings Association Insurance Fund
          or
          will be invested in Permitted Investments as defined in the
          Agreement.

        


        
          [__________________________]

           

          By:____________________________

           

          Name:__________________________

           

          Title:_________________________

           

          
 

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

        


        ESCROW
          ACCOUNT LETTER AGREEMENT

        _____________,
          2001

        


        To: [_______________________]

        (the
          "Depository")

        


        As
          “Company” under the Purchase Warranties and Servicing Agreement, dated as of
          [____________________]1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"),
          we hereby authorize and request you to establish an account, as an Escrow
          Account pursuant to Section 4.06 of the Agreement, to be designated as
          "[__________________________], in trust for the [Purchaser], Owner of Adjustable
          Rate Mortgage Loans, and various Mortgagors." All deposits in the account
          shall
          be subject to withdrawal therefrom by order signed by the Company. This
          letter
          is submitted to you in duplicate. Please execute and return one original
          to
          us.

         

        
          [__________________________]

           

          By:____________________________

           

          Name:__________________________

           

          Title:_________________________

        

        


        


        The
          undersigned, as "Depository", hereby certifies that the above described
          account
          has been established under Account Number __________, at the office of
          the
          depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above. The full amount deposited at any time in the account will
          be
          insured up to applicable limits by the Federal Deposit Insurance Corporation
          through the Bank Insurance Fund or the Savings Association Insurance Fund
          or
          will be invested in Permitted Investments as defined in the
          Agreement.

         

        
          [__________________________]

           

          By:____________________________

           

          Name:__________________________

           

          Title:_________________________

           

           

        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          D

        


        FORM
          OF
          ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

        


        This
          is a
          Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
          Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and _______________________
          (the “Company”).

        


        In
          consideration of the mutual promises contained herein the parties hereto
          agree
          that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
          1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company
          for
          Assignor and its successors and assigns pursuant to the Purchase, Warranties
          and
          Servicing Agreement, dated as of _________, 200__, between Assignor and
          Company
          (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
          Capitalized terms used herein but not defined shall have the meanings ascribed
          to them in the Purchase Agreement.

        


        Purchase,
          Assignment and Assumption

        


        1. Assignor
          hereby grants, transfers and assigns to Assignee all of the right, title
          and
          interest of Assignor in the Assigned Loans and, as they relate to the Assigned
          Loans, all of its right, title and interest in, to and under the Purchase
          Agreement.

        


        2. Simultaneously
          with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
          Amount” as set forth in that certain letter agreement, dated as of _________
          ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
          its expense, shall have caused to be delivered to Assignee or its designee
          the
          Mortgage File for each Assigned Loan in Assignor's or its custodian's
          possession, as set forth in the Purchase Agreement, along with, for each
          Assigned Loan, an endorsement of the Mortgage Note from the applicable
          Company,
          in blank, and an assignment of mortgage in recordable form from the applicable
          Company, in blank. Assignee shall pay the Funding Amount by wire transfer
          of
          immediately available funds to the account specified by Assignor. Assignee
          shall
          be entitled to all scheduled payments due on the Assigned Loans after
          ___________, 200__ and all unscheduled payments or other proceeds or other
          recoveries on the Assigned Loans received on and after _____________,
          200__.

        


        Representations,
          Warranties and Covenants

        


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

        


        (a) Attached
          hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
          which agreement is in full force and effect as of the date hereof and the
          provisions of which have not been waived, amended or modified in any respect,
          nor has any notice of termination been given thereunder;

        


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

        


        (c) There
          are
          no offsets, counterclaims or other defenses available to Company with respect
          to
          the Assigned Loans or the Purchase Agreement;

         

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

        


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

        


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


         

        (g)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignor in connection with the execution, delivery or performance by Assignor
          of this PAAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

        


        (h)  Neither
          Assignor nor anyone acting on its behalf has offered, transferred, pledged,
          sold
          or otherwise disposed of the Assigned Loans or any interest in the Assigned
          Loans, or solicited any offer to buy or accept a transfer, pledge or other
          disposition of the Assigned Loans, or any interest in the Assigned Loans
          or
          otherwise approached or negotiated with respect to the Assigned Loans,
          or any
          interest in the Assigned Loans with any Person in any manner, or made any
          general solicitation by means of general advertising or in any other manner,
          or
          taken any other action which would constitute a distribution of the Assigned
          Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
          would render the disposition of the Assigned Loans a violation of Section
          5 of
          the 1933 Act or require registration pursuant thereto.

         

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

         

        (a) Assignee
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its organization and has all requisite power and authority
          to
          acquire, own and purchase the Assigned Loans;

        


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


        


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

        


        (d) Assignee
          agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
          of the Purchase Agreement with respect to the Assigned Loans, and from
          and after
          the date hereof, Assignee assumes for the benefit of each of Assignor and
          Company all of Assignor's obligations as “Purchaser” thereunder but solely with
          respect to such Assigned Loans.

         

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

        


        (a) Attached
          hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
          which agreement is in full force and effect as of the date hereof and the
          provisions of which have not been waived, amended or modified in any respect,
          nor has any notice of termination been given thereunder; 

        


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

        


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

        

        


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

        

        


        
          (e)
            No
            event
            has occurred
            from the
            Closing Date to the date hereof which would render the representations
            and
            warranties as to the related Assigned Loans made by the Company in Section
            3.01
            and Section 3.02 of the Purchase Agreement to be untrue in any material
            respect;
            provided, however, that if the date hereof is not in the same calendar
            month as
            the Closing Date, the Company makes no statements with regard to the
            representations and warranties made by the Company in Section 3.02 of
            the
            Purchase Agreement.

        

        


        Recognition
          of Assignee

        


        6. From
          and
          after the date hereof, Company shall recognize Assignee as owner of the
          Assigned
          Loans and will service the Assigned Loans in accordance with the Purchase
          Agreement. It is the intention of Assignor, Company and Assignee that this
          PAAR
          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, waiver, or otherwise alter any of the terms or
          provisions of the Purchase Agreement which amendment, modification, waiver
          or
          other alteration would in any way affect the Assigned Loans without the
          prior
          written consent of Assignee.

         

        Miscellaneous

        


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

         

        (a)         
           In
          the
          case of Company,

        


        ____________________

        ____________________

        ____________________

        ____________________

        ____________________

         

        With
          a
          copy to ______________________________________.

        


        
          (b)       
              In
            the
            case of Assignor,

        

        


        ____________________

        ____________________

        ____________________

        ____________________

        ____________________ 

        


        (c)         
           In
          the
          case of Assignee,

        


        EMC
          Mortgage Corporation 

        Mac
          Arthur Ridge II 

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          Texas 75038

        Attention:
          Mr. Edward Raice

        Telecopier
          No.: (972) 444-2810

        


        with
          a
          copy to:

        


        ___________________

        245
          Park
          Avenue

        New
          York,
          New York 10167

        Attention:
          ___________

        Telecopier
          No.: (212) 272-____

        


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

        


        9. This
          PAAR
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

        


        10. No
          term
          or provision of this PAAR 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.

        


        11. This
          PAAR
          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.

        


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

        


        13. This
          PAAR
          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.

        


        14. In
          the
          event that any provision of this PAAR Agreement conflicts with any provision
          of
          the Purchase Agreement with respect to the Assigned Loans, the terms of
          this
          PAAR Agreement shall control. In the event that any provision of this PAAR
          Agreement conflicts with any provision of the Confirmation with respect
          to the
          Assigned Loans, the terms of this PAAR Agreement shall control.

         

        [Modification
          of Purchase Agreement

        


        
          15.
            The
            Company and Assignor hereby amend the Purchase Agreement as
            follows:

        

        


        (a) The
          following definitions are added to Section 1.01 of the Purchase
          Agreement:

        


        Securities
          Administrator: ________________________

        


        Supplemental
          PMI Insurer: ________________________

        


        Supplemental
          PMI Policy: The
          primary guarantee insurance policy of the Supplemental PMI Insurer attached
          hereto as Exhibit J, or any successor Supplemental PMI Policy given to
          the
          Servicer by the Assignee.

        


        Trustee:
           ________________________

        


        (b) The
          following definition is amended and restated:

        


        Insurance
          Proceeds: Proceeds
          of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy,
          any title
          policy, any hazard insurance policy or any other insurance policy covering
          a
          Mortgage Loan or other related Mortgaged Property, including any amounts
          required to be deposited in the Custodial Account pursuant to Section 4.04,
          to
          the extent such proceeds are not to be applied to the restoration of the
          related
          Mortgaged Property or released to the Mortgagor in accordance with Accepted
          Servicing Practices.

        


        (c) The
          following are added as the fourth, fifth and sixth paragraphs of Section
          4.08:

        


        “In
          connection with its activities as servicer, the Company agrees to prepare
          and
          present, on behalf of itself and the Purchaser, claims to the Supplemental
          PMI
          Insurer with respect to the Supplemental PMI Policy and, in this regard,
          to take
          such action as shall be necessary to permit recovery under any Supplemental
          PMI
          Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04,
          any
          amounts collected by the Company under any Supplemental PMI Policy shall
          be
          deposited in the Custodial Account, subject to withdrawal pursuant to Section
          4.05.

        


        In
          accordance with the Supplemental PMI Policy, the Company shall provide
          to the
          Supplemental PMI Insurer any required information regarding the Mortgage
          Loans.

        


        The
          Company shall provide to the [Securities Administrator] on a monthly basis
          via
          computer tape, or other mutually acceptable format, the unpaid principal
          balance, insurer certificate number, lender loan number, and premium due
          the
          Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
          PMI
          Policy. In addition, the Company agrees to forward to the Purchaser and
          the
          [Securities Administrator] any statements or other reports given by the
          Supplemental PMI Insurer to the Servicer in connection with a claim under
          the
          Supplemental PMI Policy.”

        


        (d) Clause
          (vi) of Section 6.1 is amended to read as follows:

        


        “Company
          ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan
          seller or
          servicer for more than thirty days, or the Company fails to meet the servicer
          eligibility requirements of the Supplemental PMI Insurer; or”]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        
          
            	 	 	 
	 	EMC
                    MORTGAGE
                    CORPORATION
	 	
                    Assignor

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:  

                  	 
	 	Title:	 


          

           

          
             

            
              
                	 	 	 
	 	 
	 	
                        Assignee

                      
	 
 	 
 	 
 
	 	By:  	 
	 	
                        Name:  

                      	 
	 	Title:	 


              

               

               

              
                
                  	 	 	 
	 	 
	 	
                          Company

                        
	 
 	 
 	 
 
	 	By:  	 
	 	
                          Name:  

                        	 
	 	Title:	 


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

ATTACHMENT
                1

            

          

        

        


        ASSIGNED
          LOAN SCHEDULE

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        ATTACHMENT
          2

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

        


        FORM
          OF
          TRIAL BALANCE

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

        


        REQUEST
          FOR RELEASE OF DOCUMENTS AND RECEIPT

        


        RE: Mortgage
          Loan #___________________________________

        BORROWER:__________________________________________________

        PROPERTY:
          __________________________________________________

        


        


        Pursuant
          to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
          the
          Company and the Purchaser, the undersigned hereby certifies that he or
          she is an
          officer of the Company requesting release of the documents for the reason
          specified below. The undersigned further certifies that:

        


        (Check
          one of the items below)

        


        _____ On
          _________________, the above captioned mortgage loan was paid in full or
          that
          the Company has been notified that payment in full has been or will be
          escrowed.
          The Company hereby certifies that all amounts with respect to this loan
          which
          are required under the Agreement have been or will be deposited in the
          Custodial
          Account as required.

        


        _____ The
          above
          captioned loan is being repurchased pursuant to the terms of the Agreement.
          The
          Company hereby certifies that the repurchase price has been credited to
          the
          Custodial Account as required under the Agreement.

        


        _____ The
          above
          captioned loan is being placed in foreclosure and the original documents
          are
          required to proceed with the foreclosure action. The Company hereby certifies
          that the documents will be returned to the Purchaser in the event of
          reinstatement.

        


        _____ Other
          (explain)

        


        _______________________________________________________

        _______________________________________________________

        


        All
          capitalized terms used herein and not defined shall have the meanings assigned
          to them in the Agreement.

        


        Based
          on
          this certification and the indemnities provided for in the Agreement, please
          release to the Company all original mortgage documents in your possession
          relating to this loan.

        


        Dated:_________________

        


        By:________________________________

        Signature

        ___________________________________

        Title

        


        Send
          documents to: _____________________________________________

        _____________________________________________

        _____________________________________________

        


        Acknowledgement:

        


        Purchaser
          hereby acknowledges that all original documents previously released on
          the above
          captioned mortgage loan have been returned and received by the
          Purchaser.

        


        


        Dated:________________

        


        By:________________________________

        Signature

        


        _______________________________

        Title


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

        


        COMPANY’S
          UNDERWRITING MATRIX

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

        


        


        TERM
          SHEET

        


        This
          TERM
          SHEET (the "Term Sheet") dated _____________, between Fifth Third Mortgage
          Company, an Ohio corporation, located at 38 Fountain Square, MD 1com 56,
          Cincinnati, Ohio 45202 (the
          “Company”) and EMC Mortgage Corporation, a Delaware corporation, located at Mac
          Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
          (the
          "Purchaser") is made pursuant to the terms and conditions of that certain
          Purchase, Warranties and Servicing Agreement (the "Agreement") dated as
          of
          September 1, 2002, between the Company and the Purchaser, the provisions
          of
          which are incorporated herein as if set forth in full herein, as such terms
          and
          conditions may be modified or supplemented hereby. All initially capitalized
          terms used herein unless otherwise defined shall have the meanings ascribed
          thereto in the Agreement. 

        


        The
          Purchaser hereby purchases from the Company and the Company hereby sells
          to the
          Purchaser, all of the Company’s right, title and interest in and to the Mortgage
          Loans described on the Mortgage Loan Schedule annexed hereto as Schedule
          I,
          pursuant to and in accordance with the terms and conditions set forth in
          the
          Agreement, as same may be supplemented or modified hereby. Hereinafter,
          the
          Company shall service the Mortgage Loans for the benefit of the Purchaser
          and
          all subsequent transferees of the Mortgage Loans pursuant to and in accordance
          with the terms and conditions set forth in the Agreement. 

        


        1.
              Definitions

        


        For
          purposes of the Mortgage Loans to be sold pursuant to this Term Sheet,
          the
          following terms shall have the following meanings:

        


        Aggregate
          Principal Balance

        (as
          of
          the Cut-Off Date):    

        


        Closing
          Date:    

        


        Custodian:    

        


        Cut-off
          Date:    

        


        Initial
          Weighted Average

        Mortgage
          Loan Remittance Rate:  

        


        Mortgage
          Loan:    

        


        Purchase
          Price Percentage:   

        


        Servicing
          Fee Rate:   

        Additional
          Closing Conditions: 

        


        In
          addition to the conditions specified in the Agreement, the obligation of
          each of
          the Company and the Purchaser is subject to the fulfillment, on or prior
          to the
          applicable Closing Date, of the following additional conditions: [None].
          

        


        Additional
          Loan Documents: 

        


        In
          addition to the contents of the Mortgage File specified in the Agreement,
          the
          following documents shall be delivered with respect to the Mortgage Loans:
          [None]

        


        [Additional]
          [Modification] of Representations and Warranties:

         

        [In
          addition to the representations and warranties set forth in the Agreement,
          as of
          the date hereof, the Company makes the following additional representations
          and
          warranties with respect to the Mortgage Loans: [None]. [Notwithstanding
          anything
          to the contrary set forth in the Agreement, with respect to each Mortgage
          Loan
          to be sold on the Closing Date, the representation and warranty set forth
          in
          Section ______ of the Agreement shall be modified to read as
          follows:]

        


        Except
          as
          modified herein, Section ______ of the Agreement shall remain in full force
          and
          effect as of the date hereof.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have caused their names to be signed
          hereto
          by their respective duly authorized officers as of the date first above
          written.

         

        
           

          
            	 	 	 
	 	FIFTH
                    THIRD
                    MORTGAGE COMPANY
	 	
                     

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:  

                  	 
	 	Title:	 


          

           

          
             

            
              	 	 	 
	 	
                      EMC
                        MORTGAGE CORPORATION

                    
	 	
                       

                    
	 
 	 
 	 
 
	 	By:  	 
	 	
                      Name:  

                    	 
	 	Title:	 


            

             

          

        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        AMENDMENT
          NUMBER ONE

        to
          the

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        


        Dated
          as
          of April 1, 2006

        


        among

        


        EMC
          MORTGAGE CORPORATION, 

        as
          Purchaser

        


        and

        


        FIFTH
          THIRD MORTGAGE COMPANY,

        as
          Company

        


        This
          AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this
          1st
          day of
          April, 2006, by and between EMC Mortgage Corporation, a Delaware corporation,
          as
          purchaser (the “Purchaser”) and Fifth Third Mortgage Company, as company (the
“Company”) in connection with the Purchase, Warranties and Servicing Agreement,
          dated as of September 1, 2002, between the above mentioned parties (the
          “Agreement”). This Amendment is made pursuant to Section 11.02 of the
          Agreement.

        


        RECITALS

         

        WHEREAS,
           the
          parties hereto have entered into the Agreement; 

        


        WHEREAS,
          the Agreement provides that the parties thereto may enter into an amendment
          to
          the Agreement;

        


        WHEREAS,
          the parties hereto desire to amend the Agreement as set forth in this Amendment;
          and

        


        NOW,
          THEREFORE, in consideration of the premises and for other good and valuable
          consideration, the receipt and sufficiency of which is hereby acknowledged,
          the
          parties hereto agree as follows:

        


        1. Capitalized
          terms used herein and not defined herein shall have the meanings assigned
          to
          such terms in the Agreement. 

        


        2. Article
          I
          of the Agreement is hereby amended effective as of the date hereof by adding
          the
          following definitions to Section 1.01: 

        


        Commission
          or SEC:
          The
          Securities and Exchange Commission.

         

        Delinquency
          Recognition Policies:
          The
          generally accepted industry standard that defines the proper means of reporting
          delinquency status (such as MBA versus OTS methodology) and the processing
          standard for addressing residential mortgage loans of the same type as
          the
          Mortgage Loans at various stages throughout default (such as the Fannie
          Mae
          Guide or FHLMC Guide standards).

        


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

        


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

        


        Master
          Servicer:
          With
          respect to any Securitization Transaction, the “master servicer,” if any,
          identified in the related transaction documents.

        


        Pass-Through
          Transfer:
          Any
          transaction involving either (1) 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 (2) an issuance of publicly offered or privately
          placed, rated or unrated securities, the payments on which are determined
          primarily by reference to one or more portfolios of residential mortgage
          loans
          consisting, in whole or in part, of some or all of the Mortgage
          Loans.

        


        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.

        


        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-purchase or post-purchase quality assurance procedures (which
          may
          involve, among other things, review of a sample of 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.

        


        Regulation
          AB:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as 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.

        


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

        


        Securitization
          Transaction:
          Any
          transaction involving either (1) 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 (2) an issuance of publicly offered or privately
          placed, rated or unrated securities, the payments on which are determined
          primarily by reference to one or more portfolios of residential mortgage
          loans
          consisting, in whole or in part, of some or all of the Mortgage
          Loans.

        


        Servicing
          Criteria:
          As of
          any date of determination, the “servicing criteria” set forth in Item 1122(d) of
          Regulation AB, or any amendments thereto, a summary of the requirements
          of which
          as of the date hereof is attached hereto as Exhibit
          N
          for
          convenience of reference only. In the event of a conflict or inconsistency
          between the terms of Exhibit
          N
          and the
          text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation
          AB
          shall control (or those Servicing Criteria otherwise mutually agreed to
          by the
          Purchaser, the Company and any Person that will be responsible for signing
          any
          Sarbanes Certification with respect to a Securitization Transaction in
          response
          to evolving interpretations of Regulation AB and incorporated into a revised
          Exhibit
          N).

        


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

        


        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.
          

        


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

        


        3. Article
          I
          of the Agreement is hereby amended effective as of the date hereof by deleting
          in its entirety the definition of Subservicer in Section 1.01 and replacing
          it
          with the following:

        


        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.
          Any subservicer shall meet the qualifications set forth in Section
          4.01.

        


        4. Article
          I
          of the Agreement is hereby amended effective as of the date hereof by deleting
          in its entirety the definition of Principal Prepayment in Section 1.01
          and
          replacing it with the following:

        


        Principal
          Prepayment: Any
          payment or other recovery of principal on a Mortgage Loan full or partial
          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.

        


        5. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by
          revising Section 3.01(n) as follows (new text underlined):

        


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

        


        6. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.01(p):

        


        (p) As
          of the
          date of each Pass-Through Transfer, and except as has been otherwise disclosed
          to the Purchaser, any Master Servicer and any Depositor: (1) no default
          or
          servicing related performance trigger has occurred as to any other
          securitization due to any act or failure to act of the Company; (2) no
          material
          noncompliance with applicable servicing criteria as to any other securitization
          has occurred, been disclosed or reported by the Company; (3) 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; (4) no material changes to the Company’s servicing policies and
          procedures for similar loans has occurred in the preceding three years;
          (5)
          there are no aspects of the Company’s financial condition that could have a
          material adverse impact on the performance by the Company of its obligations
          hereunder; (6) there are no legal proceedings pending, or known to be
          contemplated by governmental authorities, against the Company that could
          be
          material to investors in the securities issued in such Pass-Through Transfer;
          and (7) there are no affiliations, relationships or transactions relating
          to the
          Company of a type that are described under Item 1119 of Regulation
          AB.

        


        7. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.01(q):

        


        (q) If
          so
          requested by the Purchaser or any Depositor on any date, the Company shall,
          within five Business Days following such request, confirm in writing the
          accuracy of the representations and warranties set forth in Section 3.01(p)
          of
          this Section or, if any such representation and warranty is not accurate
          as of
          the date of such request, provide reasonably adequate disclosure of the
          pertinent facts, in writing, to the requesting party.

        


        8. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.01(r):

        


        (r) Notwithstanding
          anything to the contrary in the Agreement, the Company shall (or shall
          cause
          each Subservicer and Third-Party Originator to) (i) immediately notify
          the
          Purchaser, any Master Servicer and any Depositor in writing of (A) any
          material
          litigation or governmental proceedings pending against the Company, any
          Subservicer or any Third-Party Originator, (B) any affiliations or relationships
          that develop following the closing date of a Pass-Through Transfer between
          the
          Company, any Subservicer or any Third-Party Originator and any of the parties
          specified in clause (7) of paragraph (p) of this Section (and any other
          parties
          identified in writing by the requesting party) with respect to such Pass-Through
          Transfer, (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
          (ii)
          provide
          to the Purchaser and any Depositor a description of such proceedings,
          affiliations or relationships.

        


        Each
          such
          notice/update should be sent to EMC by e-mail to regABnotifications@bear.com.
          Additionally, all notifications pursuant to this Section 3.01(r), other
          than
          those pursuant to Section 3.01(r)(i)(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 3.01(r)(i)(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

         

        9. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.01(s):

        


        (s) 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, any Master Servicer and any
          Depositor, at least 15 calendar days prior to the effective date of such
          succession or appointment, (x) written notice to the Purchaser, any Master
          Servicer and any Depositor of such succession or appointment and (y) in
          writing
          and in form and substance reasonably satisfactory to the Purchaser, any
          Master
          Servicer and such Depositor, all information reasonably requested by the
          Purchaser, any Master Servicer or any Depositor in order to comply with
          its
          reporting obligation under Item 6.02 of Form 8-K with respect to any class
          of
          asset-backed securities.

        


        10. Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.02(xx):

        


        With
          respect to each Mortgage Loan, information regarding the borrower credit
          files
          related to such Mortgage Loan has been furnished to credit reporting agencies
          in
          compliance with the provisions of the Fair Credit Reporting Act and the
          applicable implementing regulations.

        


        11.
           Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following after the first sentence of Section 4.01:

        


        In
          addition, the Company shall furnish information regarding the borrower
          credit
          files related to such Mortgage Loan to credit reporting agencies in compliance
          with the provisions of the Fair Credit Reporting Act and the applicable
          implementing regulations.

        


        12. Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          deleting in its entirety the last paragraph of Section 4.02 and replacing
          it
          with the following:

        


        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.

        


        13. Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          revising the first paragraph of Section 4.03 by adding the following after
          the
          first sentence:

        


        In
          determining the delinquency status of any Mortgage Loan, the Company will
          use
          Delinquency Recognition Policies as described to and approved by the Purchaser,
          and shall revise these policies as requested by the Purchaser from time
          to
          time.

        


        14. Article
          V
          of the 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.

        


        The
          Company shall furnish to Purchaser an individual loan accounting report,
          as of
          the last Business Day of each month, in the Company's assigned loan number
          order
          to document Mortgage Loan payment activity on an individual Mortgage Loan
          basis.
          With respect to each month, the corresponding individual loan accounting
          report
          shall be received by the Purchaser no later than the fifth Business Day
          of the
          following month on a disk or tape or other computer-readable format in
          such
          format as may be mutually agreed upon by both Purchaser and Company, and
          no
          later than the fifth Business Day of the following month in hard copy,
          and shall
          contain the following:

        


        (i) with
          respect to each Mortgage Loan and each Monthly Payment, the amount of such
          remittance allocable to principal (including a separate breakdown of any
          Principal Prepayment, including the date of such prepayment, and any prepayment
          penalties or premiums, along with a detailed report of interest on principal
          prepayment amounts remitted in accordance with Section 4.04);

        


        (ii) with
          respect to each Mortgage Loan and each Monthly Payment, the amount of such
          remittance allocable to interest;

        


        (iii) with
          respect to each Mortgage Loan, the amount of servicing compensation received
          by
          the Company during the prior distribution period;

        


        (iv) the
          Stated Principal Balance of each Mortgage Loan and the aggregate Stated
          Principal Balance of all Mortgage Loans as of the first day of the distribution
          period and the last day of the distribution period;

        


        (v) with
          respect to each Mortgage Loan, the current Mortgage Interest Rate;

        


        (vi) with
          respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
          Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds
          received during the prior distribution period;

        


        (vii) with
          respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
          paid by the Company in accordance with Section 4.04(viii) during the prior
          distribution period; 

        


        (viii) the
          beginning and ending balances of the Custodial Account and Escrow
          Account;

        


        (ix) the
          number of Mortgage Loans as of the first day of the distribution period
          and the
          last day of the distribution period; 

        


        (x) with
          respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
          Loan (a) delinquent as grouped in the following intervals through final
          liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days
          or
          more; (b) as to which foreclosure has commenced; and (c) as to which REO
          Property has been acquired;

        


        (xi) with
          respect to each Mortgage Loan, the amount and severity of any realized
          loss
          following liquidation of such Mortgage Loan; 

        


        (xii) with
          respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
          the
          amount of any Monthly Advances made by the Company during the prior distribution
          period; 

        


        (xiii) with
          respect to each Mortgage Loan, a description of any Servicing Advances
          made by
          the Company with respect to such Mortgage Loan including the amount, terms
          and
          general purpose of such Servicing Advances, and the aggregate amount of
          Servicing Advances for all Mortgage Loans during the prior distribution
          period;

        


        (xiv) with
          respect to each Mortgage Loan, a description of any Nonrecoverable Advances
          made
          by the Company with respect to such Mortgage Loan including the amount,
          terms
          and general purpose of such Nonrecoverable Advances, and the aggregate
          amount of
          Nonrecoverable Advances for all Mortgage Loans during the prior distribution
          period;

        


        (xv) with
          respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
          Advances and Nonrecoverable Advances reimbursed to the Company with respect
          to
          such Mortgage Loan during the prior distribution period pursuant to Section
          4.05, and the source of funds for such reimbursement, and the aggregate
          amount
          of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
          reimbursed to the Company for all Mortgage Loans during the prior distribution
          period pursuant to Section 4.05; 

        


        (xvi) with
          respect to any Mortgage Loan, a description of any material modifications,
          extensions or waivers to the terms, fees, penalties or payments of such
          Mortgage
          Loan during the prior distribution period or that have cumulatively become
          material over time;

        


        (xvii) a
          description of any material breach of a representation or warranty set
          forth in
          Section 3.01 or Section 3.02 herein or of any other breach of a covenant
          or
          condition contained herein and the status of any resolution of such
          breach;

        


        (xviii) with
          respect to each Mortgage Loan, the Stated Principal Balance of any substitute
          Mortgage Loan provided by the Company and the Stated Principal Balance
          of any
          Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance
          with Section 3.03 herein;

        


        (xix) with
          respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
          Loan
          that has been repurchased by the Company in accordance with Section 3.03
          herein.

        


        In
          addition, the Company shall provide to the Purchaser such other information
          known or available to the Company that is necessary in order to provide
          the
          distribution and pool performance information as required under Item 1121
          of
          Regulation AB, as amended from time to time, as determined by the Purchaser
          in
          its sole discretion. The Company shall also provide a monthly report, in
          the
          form of Exhibit
          J
          hereto,
          or such other form as is mutually acceptable to the Company, the Purchaser
          and
          any Master Servicer, Exhibit
          K
          with
          respect to defaulted mortgage loans and Exhibit
          Q,
          with
          respect to realized losses and gains, with each such report. 

        


        The
          Company shall prepare and file any and all information statements or other
          filings required to be delivered to any governmental taxing authority or
          to
          Purchaser pursuant to any applicable law with respect to the Mortgage Loans
          and
          the transactions contemplated hereby. In addition, the Company shall provide
          Purchaser with such information concerning the Mortgage Loans as is necessary
          for Purchaser to prepare its federal income tax return as Purchaser may
          reasonably request from time to time.

        


        In
          addition, not more than sixty (60) days after the end of each calendar
          year, the
          Company shall furnish to each Person who was a Purchaser at any time during
          such
          calendar year an annual statement in accordance with the requirements of
          applicable federal income tax law as to the aggregate of remittances for
          the
          applicable portion of such year.

        


        15. Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          deleting Section 6.04 in its entirety and replacing it with the
          following:

        


        Section
          6.04 Annual
          Statement as to Compliance; Annual Certification.

        


        (a) The
          Company will deliver to the Purchaser and any Master Servicer, not later
          than
          March 1 of each calendar year beginning in 2007, an Officers’ Certificate
          acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as to
          each signatory thereof, that (i) a review of the activities of the Company
          during the preceding calendar year and of performance under this Agreement
          or
          other applicable servicing agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
          review, the Company has fulfilled all of its obligations under this Agreement
          or
          other applicable servicing agreement in all material respects throughout
          such
          year, or, if there has been a failure to fulfill any such obligation in
          any
          material respect, specifying each such failure known to such officer and
          the
          nature and status of cure provisions thereof. Such Annual Statement of
          Compliance shall contain no restrictions or limitations on its use. Copies
          of
          such statement shall be provided by the Company to the Purchaser upon request
          and by the Purchaser to any Person identified as a prospective purchaser
          of the
          Mortgage Loans. In the event that the Company has delegated any servicing
          responsibilities with respect to the Mortgage Loans to a Subservicer, the
          Company shall deliver an Annual Statement of Compliance of the Subservicer
          as
          described above as to each Subservicer as and when required with respect
          to the
          Company.

        


        (b) With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          by March 1 of each calendar year beginning in 2007, an officer of the Company
          shall execute and deliver an officer’s certificate (an “Annual Certification”)
          to the Purchaser, any Master Servicer and any related Depositor for the
          benefit
          of each such entity and such entity’s affiliates and the officers, directors and
          agents of any such entity and such entity’s affiliates, in the form attached
          hereto as Exhibit
          M.
          In the
          event that the Company has delegated any servicing responsibilities with
          respect
          to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual
          Certification of the Subservicer as described above as to each Subservicer
          as
          and when required with respect to the Company.

        


        (c) If
          the
          Company cannot deliver the related Annual Statement of Compliance and Annual
          Certification by March 1st
          of such
          year, the Purchaser, at its sole option, may permit a cure period for the
          Company to deliver such Annual Statement of Compliance and Annual Certification,
          but in no event later than March 10th of such year.

        


        Failure
          of the Company to timely comply with this Section 6.04 shall be deemed
          an Event
          of Default, automatically, without notice and without any cure period,
          unless
          otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser
          may,
          in addition to whatever rights the Purchaser may have under Sections 3.03
          and
          8.01 and at law or equity or to damages, including injunctive relief and
          specific performance, terminate all the rights and obligations of the Company
          under this Agreement and in and to the Mortgage Loans and the proceeds
          thereof
          without compensating the Company for the same, as provided in Section 9.01.
          Such
          termination shall be considered with cause pursuant to Section 10.01 of
          this
          Agreement. This paragraph shall supercede any other provision in this Agreement
          or any other agreement to the contrary.

         

        16. Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          deleting Section 6.05 in its entirety and replacing it with the
          following:

        


        Section
          6.05 [Reserved]

        


        17. Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 6.07:

        


        Section
          6.07 Assessment
          of Compliance with Servicing Criteria.

        


        On
          and
          after January 1, 2006, the Company shall service and administer, and shall
          cause
          each subservicer to servicer or administer, the Mortgage Loans in accordance
          with all applicable requirements of the Servicing Criteria.

        


        With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          the Company shall deliver to the Purchaser or its designee, any Master
          Servicer
          and any Depositor on or before March 1 of each calendar year beginning
          in 2007,
          a report (an “Assessment of Compliance”) reasonably satisfactory to the
          Purchaser, any Master Servicer and any Depositor regarding the Company’s
          assessment of compliance with the Servicing Criteria during the preceding
          calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act
          and
          Item 1122 of Regulation AB or as otherwise required by the Master Servicer,
          which as of the date hereof, require a report by an authorized officer
          of the
          Company that contains the following:

        


        (a) A
          statement by such officer of its responsibility for assessing compliance
          with
          the Servicing Criteria applicable to the Company;

        


        (b) A
          statement by such officer that such officer used the Servicing Criteria
          to
          assess compliance with the Servicing Criteria applicable to the
          Company;

        


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

        


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

        


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

        


        Such
          report at a minimum shall address each of the Servicing Criteria specified
          on a
          certification substantially in the form of Exhibit
          P
          hereto
          delivered to the Company concurrently with the execution of this
          Agreement.

        


        With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          on or before March 1 of each calendar year beginning in 2007, the Company
          shall
          furnish to the Purchaser or its designee, any Master Servicer and any Depositor
          a report (an “Attestation Report”) by a registered public accounting firm that
          attests to, and reports on, the Assessment of Compliance made by the Company,
          as
          required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
          of
          Regulation AB or as otherwise required by the Master Servicer, which Attestation
          Report must be made in accordance with standards for attestation reports
          issued
          or adopted by the Public Company Accounting Oversight Board. 

        


        The
          Company shall cause each Subservicer, and each Subcontractor determined
          by the
          Company pursuant to Section 11.19 to be “participating in the servicing
          function” within the meaning of Item 1122 of Regulation AB, to deliver to the
          Purchaser, any Master Servicer and any Depositor an assessment of compliance
          and
          accountants’ attestation as and when provided in Sections 6.07.

        


        If
          the
          Company cannot deliver the related Assessment of Compliance or Attestation
          Report by March 1st
          of such
          year, the Purchaser, at its sole option, may permit a cure period for the
          Company to deliver such Assessment of Compliance or Attestation Report,
          but in
          no event later than March 10th of such year.

        


        Failure
          of the Company to timely comply with this Section 6.07 shall be deemed
          an Event
          of Default, automatically, without notice and without any cure period,
          unless
          otherwise agreed to by the Purchaser as described herein, and Purchaser
          may, in
          addition to whatever rights the Purchaser may have under Sections 3.03
          and 8.01
          and at law or equity or to damages, including injunctive relief and specific
          performance, terminate all the rights and obligations of the Company under
          this
          Agreement and in and to the Mortgage Loans and the proceeds thereof without
          compensating the Company for the same, as provided in Section 9.01. Such
          termination shall be considered with cause pursuant to Section 10.01 of
          this
          Agreement. This paragraph shall supercede any other provision in this Agreement
          or any other agreement to the contrary.

        


        18. Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 6.08:

        


        Section
          6.08 Intent
          of the Parties; Reasonableness.

        


        The
          Purchaser and the Company acknowledge and agree that a purpose of Sections
          3.01(p), 5.02, 6.04, 6.07 and 11.18 of this Agreement is to facilitate
          compliance by the Purchaser and any Depositor with the provisions of Regulation
          AB and related rules and regulations of the Commission. None of the Purchaser,
          any Master Servicer or 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 Pass-Through Transfer, 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.

        


        19. Article
          IX of the Agreement is hereby amended effective as of the date hereof by
          deleting the first sentence of the last paragraph of Section 9.01 and replacing
          it with the following (new text underlined):

        


        Then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Purchaser, by notice in writing to the Company (except in
          the case
          of an Event of Default under clauses (iii), (iv) or (v) above, or
          as
          otherwise stated herein,
          in
          which case, automatically and without notice) Company may, in addition
          to
          whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
          at law
          or equity or to damages, including injunctive relief and specific performance,
          terminate all the rights and obligations of the Company (and
          if the Company is servicing any of the Mortgage Loans in a Securitization
          Transaction, appoint a successor servicer reasonably acceptable to any
          Master
          Servicer for such Securitization Transaction)
          under
          this Agreement and in and to the Mortgage Loans and the proceeds thereof
          without
          compensating the Company for the same.

         

        20. Article
          IX of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following at the end of the last paragraph of Section 9.01:

        


        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.

         

        21. Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          restating Section 11.18 in its entirety as follows:

        


        Section
          11.18. Cooperation
          of Company with a Reconstitution.

        


        The
          Company and the Purchaser agree that with respect to some or all of the Mortgage
          Loans, on or after the related Closing Date, on one or more dates (each
          a
          "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
          effect
          a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
          then
          subject to this Agreement, without recourse, to:

        


        (a) one
          or
          more third party purchasers in one or more in whole loan transfers (each,
          a
          "Whole Loan Transfer"); or

        


        (b) one
          or
          more trusts or other entities to be formed as part of one or more Pass-Through
          Transfers.

        


        The
          Company agrees to execute in connection with any agreements among the Purchaser,
          the Company, and any servicer in connection with a Whole Loan Transfer,
          an
          Assignment, Assumption and Recognition Agreement substantially in the form
          of
Exhibit
          D
          hereto,
          or, at Purchaser’s request, a seller's warranties and servicing agreement or a
          participation and servicing agreement or similar agreement in form and
          substance
          reasonably acceptable to the parties, and in connection with a Pass-Through
          Transfer, a pooling and servicing agreement in form and substance reasonably
          acceptable to the parties, (collectively the agreements referred to herein
          are
          designated, the “Reconstitution Agreements”). It is understood that any such
          Reconstitution Agreements will not contain any greater obligations on the
          part
          of Company than are contained in this Agreement. Notwithstanding anything
          to the
          contrary in this Section 11.18, the Company agrees that it is required
          to
          perform the obligations described in Exhibit
          L
          hereto.

        


        With
          respect to each Whole Loan Transfer and each Pass-Through Transfer entered
          into
          by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
          and any prospective purchaser with respect to all reasonable requests and
          due
          diligence procedures; (2) to execute, deliver and perform all Reconstitution
          Agreements required by the Purchaser; (3) to restate the representations
          and
          warranties set forth in this Agreement as of the settlement or closing
          date in
          connection with such Reconstitution (each, a "Reconstitution Date").


        


        In
          addition, the Company shall provide to such servicer or issuer, as the
          case may
          be, and any other participants in such Reconstitution: 

        


        (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 or any such other participant shall
          request upon reasonable demand; 

        


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

        


        (iii) within
          5
          Business Days after request by the Purchaser, the information with respect
          to
          the Company (as originator) and each Third-Party Originator of the Mortgage
          Loans as required under Item 1110(a) and (b) of Regulation AB, a summary
          of the
          requirements of which has of the date hereof is attached hereto as Exhibit
          O
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion. If requested by the Purchaser, this will include information
          about
          the applicable credit-granting or underwriting criteria;

        


        (iv) within
          5
          Business Days after request by the Purchaser, 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 (i) the Company, if the Company is an originator of Mortgage
          Loans
          (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
          and/or (ii) 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)
          and (c) 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;

        


        (v) within
          5
          Business Days after request by the Purchaser, information with respect
          to the
          Company (as servicer) as required by Item 1108(b) and (c) of Regulation
          AB, a
          summary of the requirements of which as of the date hereof is attached
          hereto as
Exhibit
          O
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion. In the event that the Company has delegated any servicing
          responsibilities with respect to the Mortgage Loans to a Subservicer, the
          Company shall provide the information required pursuant to this clause
          with
          respect to the Subservicer;

        


        (vi) within
          5
          Business Days after request by the Purchaser, 

        (a)
          information regarding any legal proceedings pending (or known to be
          contemplated) against the Company (as originator and as servicer) and each
          other
          originator of the Mortgage Loans and each Subservicer as required by Item
          1117
          of Regulation AB, a summary of the requirements of which as of the date
          hereof
          is attached hereto as Exhibit
          O
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion,

        (b)
          information regarding affiliations with respect to the Company (as originator
          and as servicer) and each other originator of the Mortgage Loans and each
          Subservicer as required by Item 1119(a) of Regulation AB, a summary of
          the
          requirements of which as of the date hereof is attached hereto as Exhibit
          O
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion, and

        (c)
          information regarding relationships and transactions with respect to the
          Company
          (as originator and as servicer) and each other originator of the Mortgage
          Loans
          and each Subservicer as required by Item 1119(b) and (c) of Regulation
          AB, a
          summary of the requirements of which as of the date hereof is attached
          hereto as
Exhibit
          O
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion; 

        


        (vii) if
          so
          requested by the Purchaser, 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, or to any financial information included in
          any
          other disclosure provided under this Section 11.18, 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 Pass-Through Transfer. 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; 

        


        (viii)
          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) (i) 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 clause (D) of paragraph (a) of this Section (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 (ii) provide to the Purchaser and any Depositor a description
          of
          such proceedings, affiliations or relationships; 

        


        (ix)
          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, any Master Servicer, and any
          Depositor, at least 15 calendar days prior to the effective date of such
          succession or appointment, (x) written notice to the 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
          its reporting obligation under Item 6.02 of Form 8-K with respect to any
          class
          of asset-backed securities; 

        


        (x)
          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 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);
          and

        


        (xi)
          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.

        


        In
          the
          event of a conflict or inconsistency between the terms of Exhibit
          O
          and the
          text of the applicable Item of Regulation AB as cited above, the text of
          Regulation AB, its adopting release and other public statements of the
          SEC shall
          control.

        


        The
          Company shall indemnify the Purchaser, each affiliate of the Purchaser,
          and each
          of the following parties participating in a Pass-Through Transfer: each
          sponsor
          and issuing entity; each Person (including, but not limited to, any Master
          Servicer, if applicable) responsible for the preparation, execution or
          filing of
          any report required to be filed with the Commission with respect to such
          Pass-Through Transfer, or for execution of a certification pursuant to
          Rule
          13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
          Pass-Through Transfer; each broker dealer acting as underwriter, placement
          agent
          or initial purchaser, each Person who controls any of such parties or the
          Depositor (within the meaning of Section 15 of the Securities Act and Section
          20
          of the Exchange Act); and the respective present and former directors,
          officers,
          employees, agents and affiliates of each of the foregoing and of the Depositor
          (each, an “Indemnified Party”), 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 this Section 11.18 by or on behalf of the Company,
          or
          provided under this Section 11.18 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 11.18, including
          particularly any failure by the Company, any Subservicer, any Subcontractor
          or
          any Third-Party Originator to deliver any information, report, certification,
          accountants’ letter or other material when and as required under this Section
          11.18, including any failure by the Company to identify pursuant to Section
          11.20 any Subcontractor “participating in the servicing function” within the
          meaning of Item 1122 of Regulation AB; 

        


        (iii)
          any
          breach by the Company of a representation or warranty set forth in Section
          3.01
          or in a writing furnished pursuant to Section 3.01(q) and made as of a
          date
          prior to the closing date of the related Pass-Through Transfer, 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
          3.01(q) to the extent made as of a date subsequent to such closing date;
          or

         

        (iv) the
          negligence bad faith or willful misconduct of the Company in connection
          with its
          performance under this Section
          11.18.

          

          If
          the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless an Indemnified Party, then the Company agrees that it shall contribute
          to the amount paid or payable by such Indemnified Party as a result of
          any
          claims, losses, damages or liabilities incurred by such Indemnified Party
          in
          such proportion as is appropriate to reflect the relative fault of such
          Indemnified Party on the one hand and the Company on the other. 

          

          In
          the
          case of any failure of performance described above, 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.

        


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

        


        22. Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 11.19:

        


        Section
          11.19. Use
          of
          Subservicers and Subcontractors.

        


        (a) 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 (b) of this Section. 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 (d) of this Section. 

        


        (b) 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 and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18
          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
          3.01(r) of this Agreement. The Company shall be responsible for obtaining
          from
          each Subservicer and delivering to the Purchaser, any Master Servicer and
          any
          Depositor any Annual Statement of Compliance required to be delivered by
          such
          Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation
          Report required to be delivered by such Subservicer under Section 6.07
          and any
          Annual Certification required under Section 6.04(b) as and when required
          to be
          delivered.

        


        (c) 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, any Master Servicer 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.

        


        (d) 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 6.07 and 11.18 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 Report and the other certificates required to be delivered
          by such
          Subservicer and such Subcontractor under Section 6.07, in each case as
          and when
          required to be delivered.

        


        23. Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 11.20:

        


        Section
          11.20. 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.

        


        24. The
          Agreement is hereby amended as of the date hereof by adding the following
          new
Exhibit
          J:

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          J

        


        REPORTING
          DATA FOR MONTHLY REPORT

        


        
          	
                  Standard
                    File Layout - Master Servicing

                
	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	 	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	 	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	 	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	 	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	 	 	 	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	 	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        


        25. The
          Agreement is hereby amended as of the date hereof by adding the following
          new
Exhibit
          K:

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          K

        


        REPORTING
          DATA FOR DEFAULTED LOANS

        


        Standard
          File Layout - Delinquency Reporting

        


        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting

         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

         

        ·  ASUM-Approved
          Assumption

         

        ·  BAP-Borrower
          Assistance Program

         

        ·  CO-
          Charge
          Off

         

        ·  DIL-
          Deed-in-Lieu

         

        ·  FFA-
          Formal
          Forbearance Agreement

         

        ·  MOD-
          Loan
          Modification

         

        ·  PRE-
          Pre-Sale

         

        ·  SS-
          Short
          Sale

         

        ·  MISC-Anything
          else approved by the PMI or Pool Insurer

         

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

         

        


         

        The
          Occupant
          Code
          field
          should show the current status of the property code as follows:

         

        
          	·  	
                  Mortgagor

                


        

         

        
          	·  	
                  Tenant

                


        

         

        
          	·  	
                  Unknown
                    

                


        

         

        
          	·  	
                  Vacant

                


        

         

        


         

        The
          Property
          Condition
          field
          should show the last reported condition of the property as follows:


         

        ·  Damaged

         

        ·  Excellent

         

        ·  Fair

         

        ·  Gone

         

        ·  Good

         

        ·  Poor

         

        ·  Special
          Hazard

         

        ·  Unknown


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

         

        


        The
          FNMA
          Delinquent Reason Code
          field
          should show the Reason for Delinquency as follows: 

         

        

          
            	
                    Delinquency
                      Code

                  	
                    Delinquency
                      Description

                  
	
                    001

                  	
                    FNMA-Death
                      of principal mortgagor

                  
	
                    002

                  	
                    FNMA-Illness
                      of principal mortgagor

                  
	
                    003

                  	
                    FNMA-Illness
                      of mortgagor’s family member

                  
	
                    004

                  	
                    FNMA-Death
                      of mortgagor’s family member

                  
	
                    005

                  	
                    FNMA-Marital
                      difficulties

                  
	
                    006

                  	
                    FNMA-Curtailment
                      of income

                  
	
                    007

                  	
                    FNMA-Excessive
                      Obligation

                  
	
                    008

                  	
                    FNMA-Abandonment
                      of property

                  
	
                    009

                  	
                    FNMA-Distant
                      employee transfer

                  
	
                    011

                  	
                    FNMA-Property
                      problem

                  
	
                    012

                  	
                    FNMA-Inability
                      to sell property

                  
	
                    013

                  	
                    FNMA-Inability
                      to rent property

                  
	
                    014

                  	
                    FNMA-Military
                      Service

                  
	
                    015

                  	
                    FNMA-Other

                  
	
                    016

                  	
                    FNMA-Unemployment

                  
	
                    017

                  	
                    FNMA-Business
                      failure

                  
	
                    019

                  	
                    FNMA-Casualty
                      loss

                  
	
                    022

                  	
                    FNMA-Energy
                      environment costs

                  
	
                    023

                  	
                    FNMA-Servicing
                      problems

                  
	
                    026

                  	
                    FNMA-Payment
                      adjustment

                  
	
                    027

                  	
                    FNMA-Payment
                      dispute

                  
	
                    029

                  	
                    FNMA-Transfer
                      of ownership pending

                  
	
                    030

                  	
                    FNMA-Fraud

                  
	
                    031

                  	
                    FNMA-Unable
                      to contact borrower

                  
	
                    INC

                  	
                    FNMA-Incarceration

                  


          

        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

        


        The
          FNMA
          Delinquent Status Code
          field
          should show the Status of Default as follows: 

         

        

          
            	
                    Status
                      Code

                  	
                    Status
                      Description

                  
	
                    09

                  	
                    Forbearance

                  
	
                    17

                  	
                    Pre-foreclosure
                      Sale Closing Plan Accepted

                  
	
                    24

                  	
                    Government
                      Seizure

                  
	
                    26

                  	
                    Refinance

                  
	
                    27

                  	
                    Assumption

                  
	
                    28

                  	
                    Modification

                  
	
                    29

                  	
                    Charge-Off

                  
	
                    30

                  	
                    Third
                      Party Sale

                  
	
                    31

                  	
                    Probate

                  
	
                    32

                  	
                    Military
                      Indulgence

                  
	
                    43

                  	
                    Foreclosure
                      Started

                  
	
                    44

                  	
                    Deed-in-Lieu
                      Started

                  
	
                    49

                  	
                    Assignment
                      Completed

                  
	
                    61

                  	
                    Second
                      Lien Considerations

                  
	
                    62

                  	
                    Veteran’s
                      Affairs-No Bid

                  
	
                    63

                  	
                    Veteran’s
                      Affairs-Refund

                  
	
                    64

                  	
                    Veteran’s
                      Affairs-Buydown

                  
	
                    65

                  	
                    Chapter
                      7 Bankruptcy

                  
	
                    66

                  	
                    Chapter
                      11 Bankruptcy

                  
	
                    67

                  	
                    Chapter
                      13 Bankruptcy

                  


          

        

        


        26. The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit
          L:

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          L

        


        COMPANY’S
          OBLIGATIONS IN CONNECTION 

        WITH
          A
          RECONSTITUTION

        


        • The
          Company shall (i) possess the ability to service to a securitization documents;
          (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the
          liquidation of an REO Property), (iii) make compensating interest payments
          on
          payoffs and curtailments and (iv) remit and report to a Master Servicer
          in
          format acceptable to such Master Servicer by the 10th calendar day of each
          month.

        


        • The
          Company shall provide an acceptable annual certification (officer’s certificate)
          to the Master Servicer (as required by the Sarbanes-Oxley Act of 2002)
          as well
          as any other annual certifications required under the securitization documents
          (i.e. the annual statement as to compliance/annual independent certified
          public
          accountants’ servicing report due by March 1 of each year).

        


        • The
          Company shall allow for the Purchaser, the Master Servicer or their designee
          to
          perform a review of audited financials and net worth of the
          Company.

        


        • The
          Company shall provide a Uniform Single Attestation Program certificate
          and
          Management Assertion as requested by the Master Servicer or the
          Purchaser.

        


        • The
          Company shall provide information on each Custodial Account as requested
          by the
          Master Servicer or the Purchaser, and each Custodial Accounts shall comply
          with
          the requirements for such accounts as set forth in the securitization
          documents.

        


        • The
          Company shall maintain its servicing system in accordance with the requirements
          of the Master Servicer.


        


        27. The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit
          M:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          M

        


        FORM
          OF
          COMPANY CERTIFICATION

        


        Re:       
           The
          [ ]
          agreement dated as of [ l,
          200[ ]
          (the “Agreement”), among [IDENTIFY PARTIES]

        


        I,
          ____________________________, the _______________________ of [NAME OF COMPANY]
          (the “Company”), certify to [the Purchaser], [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:

        


        I
          have
          reviewed the servicer compliance statement of the Company provided in accordance
          with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
          assessment of the Company’s compliance with the servicing criteria set forth in
          Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
          with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
          amended
          (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
          Assessment”), the registered public accounting firm’s attestation report
          provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and
          Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
          reports, officer’s certificates and other information relating to the servicing
          of the Mortgage Loans by the Company during 200[ ] that were delivered
          by the
          Company to the [Depositor] [Master Servicer] [Securities Administrator]
          [Trustee] pursuant to the Agreement (collectively, the “Company Servicing
          Information”);

        


        Based
          on
          my knowledge, the Company Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Company Servicing Information;

        


        Based
          on
          my knowledge, all of the Company Servicing Information required to be provided
          by the Company under the Agreement has been provided to the [Depositor]
          [Master
          Servicer] [Securities Administrator] [Trustee];

        


        I
          am
          responsible for reviewing the activities performed by the Company as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Servicing Assessment or the Attestation Report,
          the
          Company has fulfilled its obligations under the Agreement in all material
          respects; and

        


        The
          Compliance Statement required to be delivered by the Company pursuant to
          this
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Company and by any Subservicer and Subcontractor 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.

        


        28. The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit
          N:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          N

        


        SUMMARY
          OF REGULATION AB

        SERVICING
          CRITERIA

        


        NOTE:
          This Exhibit
          N
          is
          provided for convenience of reference only. In the event of a conflict
          or
          inconsistency between the terms of this Exhibit
          N
          and the
          text of Regulation AB, the text of Regulation AB, its adopting release
          and other
          public statements of the SEC shall control. 

        


        Item
          1122(d)

         

        
          	(a)  	
                  General
                    servicing considerations.

                


        

         

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

         

        (2)  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.

         

        (3)  Any
          requirements in the transaction agreements to maintain a back-up servicer
          for
          the mortgage loans are maintained.

         

        (4)  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.

         

        
          	(b)  	
                  Cash
                    collection and administration.

                


        

         

        (1)  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.

         

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

         

        (3)  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.

         

        (4)  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.

         

        (5)  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.

         

        (6)  Unissued
          checks are safeguarded so as to prevent unauthorized access.

         

        (7)  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.

         

        
          	(c)  	
                  Investor
                    remittances and reporting.

                


        

         

        (1)  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.

         

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

         

        (3)  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.

         

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

         

        
          	(d)  	
                  Mortgage
                    Loan administration.

                


        

         

        (1)  Collateral
          or security on mortgage loans is maintained as required by the transaction
          agreements or related mortgage loan documents.

         

        (2)  Mortgage
          loan and related documents are safeguarded as required by the transaction
          agreements.

         

        (3)  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.

         

        (4)  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.

         

        (5)  The
          Servicer’s records regarding the mortgage loans agree with the Servicer’s
          records with respect to an obligor’s unpaid principal balance.

         

        (6)  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 mortgage
          loan documents.

         

        (7)  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.

         

        (8)  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).

         

        (9)  Adjustments
          to interest rates or rates of return for mortgage loans with variable rates
          are
          computed based on the related mortgage loan documents.

         

        (10)  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.

         

        (11)  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.

         

        (12)  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.

         

        (13)  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.

         

        (14)  Delinquencies,
          charge-offs and uncollectable accounts are recognized and recorded in accordance
          with the transaction agreements.

         

        (15)  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.

        


        29. The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit
          O:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          O

        


        SUMMARY
          OF APPLICABLE REGULATION AB REQUIREMENTS

        


        NOTE:
          This Exhibit
          O
          is
          provided for convenience of reference only. In the event of a conflict
          or
          inconsistency between the terms of this Exhibit
          O
          and the
          text of Regulation AB, the text of Regulation AB, its adopting release
          and other
          public statements of the SEC shall control. 

         

        Item
          1105(a)(1)-(3) and (c)

        


        -Provide
          static pool information with respect to mortgage loans that were originated
          or
          purchased by the Company and which are of the same type as the Mortgage
          Loans.

         

        -Provide
          static pool information regarding delinquencies, cumulative losses and
          prepayments for prior securitized pools of the Company.

         

        -If
          the
          Company has less than 3 years experience securitizing assets of the same
          type as
          the Mortgage Loans, provide the static pool information by vintage origination
          years regarding loans originated or purchased by the Company, instead of
          by
          prior securitized pool. A vintage origination year represents mortgage
          loans
          originated during the same year.

         

        -Such
          static pool information shall be for the prior five years, or for so long
          as the
          Company has been originating or purchasing (in the case of data by vintage
          origination year) or securitizing (in the case of data by prior securitized
          pools) such mortgage loans if for less than five years.

         

        -The
          static pool information for each vintage origination year or prior securitized
          pool, as applicable, shall be presented in monthly increments over the
          life of
          the mortgage loans included in the vintage origination year or prior securitized
          pool.

         

        -Provide
          summary information for the original characteristics of the prior securitized
          pools or vintage origination years, as applicable and material, including:
          number of pool assets, original pool balance, weighted average initial
          loan
          balance, weighted average mortgage rate, weighted average and minimum and
          maximum FICO, product type, loan purpose, weighted average and minimum
          and
          maximum LTV, distribution of loans by mortgage rate, and geographic
          concentrations of 5% or more.

         

        


        Item
          1108(b) and (c)

        


        Provide
          the following information with respect to each servicer that will service,
          including interim service, 20% or more of the mortgage loans in any loan
          group
          in the securitization issued in the Pass-Through Transfer: 

         

        -a
          description of the Company’s form of organization;

         

        -a
          description of how long the Company has been servicing residential mortgage
          loans; a general discussion of the Company’s experience in servicing assets of
          any type as well as a more detailed discussion of the Company’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 Company’s portfolio of mortgage loans of the type similar to
          the Mortgage Loans and information on factors related to the Company that
          may be
          material to any analysis of the servicing of the Mortgage Loans or the
          related
          asset-backed securities, as applicable, including whether any default or
          servicing related performance trigger has occurred as to any other
          securitization due to any act or failure to act of the Company, whether
          any
          material noncompliance with applicable servicing criteria as to any other
          securitization has been disclosed or reported by the Company, and the extent
          of
          outsourcing the Company uses;

         

        -a
          description of any material changes to the Company’s policies or procedures in
          the servicing function it will perform under this Agreement and any
          Reconstitution Agreements for mortgage loans of the type similar to the
          Mortgage
          Loans during the past three years;

         

        -information
          regarding the Company’s financial condition to the extent that there is a
          material risk that the effect on one or more aspects of servicing resulting
          from
          such financial condition could have a material impact on the performance
          of the
          securities issued in the Pass-Through Transfer, or on servicing of mortgage
          loans of the same asset type as the Mortgage Loans;

         

        -any
          special or unique factors involved in servicing loans of the same type
          as the
          Mortgage Loans, and the Company’s processes and procedures designed to address
          such factors;

         

        -statistical
          information regarding principal and interest advances made by the Company
          on the
          Mortgage Loans and the Company’s overall servicing portfolio for the past three
          years; and

         

        -the
          Company’s process for handling delinquencies, losses, bankruptcies and
          recoveries, such as through liquidation of REO Properties, foreclosure,
          sale of
          the Mortgage Loans or workouts.

         

        Item
          1110(a)

        


        -Identify
          any originator or group of affiliated originators that originated, or is
          expected to originate, 10% or more of the mortgage loans in any loan group
          in
          the securitization issued in the Pass-Through Transfer.

         

        


        Item
          1110(b)

        


        Provide
          the following information with respect to any originator or group of affiliated
          originators that originated, or is expected to originate, 20% or more of
          the
          mortgage loans in any loan group in the securitization issued in the
          Pass-Through Transfer:

         

        -the
          Company’s form of organization; and

         

        -a
          description of the Company’s origination program and how long the Company has
          been engaged in originating residential mortgage loans, which description
          must
          include a discussion of the Company’s experience in originating mortgage loans
          of the same type as the Mortgage Loans and information regarding the size
          and
          composition of the Company’s origination portfolio as well as information that
          may be material to an analysis of the performance of the Mortgage Loans,
          such as
          the Company’s credit-granting or underwriting criteria for mortgage loans of the
          same type as the Mortgage Loans.

         

        


        Item
          1117

        


        -describe
          any legal proceedings pending against the Company or against any of its
          property, including any proceedings known to be contemplated by governmental
          authorities, that may be material to the holders of the securities issued
          in the
          Pass-Through Transfer.

         

        


        Item
          1119(a)

        


        -describe
          any affiliations of the Company, each other originator of the Mortgage
          Loans and
          each Subservicer with the sponsor, depositor, issuing entity, trustee,
          any
          originator, any other servicer, any significant obligor, enhancement or
          support
          provider or any other material parties related to the Pass-Through
          Transfer.

         

        


        Item
          1119(b)

        


        -describe
          any business relationship, agreement, arrangement, transaction or understanding
          entered into outside of the ordinary course of business or on terms other
          than
          those obtained in an arm’s length transaction with an unrelated third party,
          apart from the Pass-Through Transfer, between the Company, each other originator
          of the Mortgage Loans and each Subservicer, or their respective affiliates,
          and
          the sponsor, depositor or issuing entity or their respective affiliates,
          that
          exists currently or has existed during the past two years, that may be
          material
          to the understanding of an investor in the securities issued in the Pass-Through
          Transfer.

         

        Item
          1119(c)

        


        -describe
          any business relationship, agreement, arrangement, transaction or understanding
          involving or relating to the Mortgage Loans or the Pass-Through Transfer,
          including the material terms and approximate dollar amount involved, between
          the
          Company, each other originator of the Mortgage Loans and each Subservicer,
          or
          their respective affiliates and the sponsor, depositor or issuing entity
          or
          their respective affiliates, that exists currently or has existed during
          the
          past two years.

         

        30. The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit
          P:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          P

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        


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

        


        
          	
                  Servicing
                    Criteria 

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                   

                	
                  General
                    Servicing Considerations

                	
                   

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  x

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  x

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 
	
                  1122(d)(1)(iv)

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

                	
                  x

                
	
                   

                	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  x

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  x

                
	
                  1122(d)(2)(iii)

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

                	
                  x

                
	
                  1122(d)(2)(iv)

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

                	
                  x

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	
                  x

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  x

                
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  x

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	
                  x

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  x

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  x

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  x

                
	
                   

                	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  x

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  x

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  x

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	
                  x

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  x

                
	
                  1122(d)(4)(vi)

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

                	
                  x

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  x

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  x

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	
                  x

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  x

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  x

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  x

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  x

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  x

                
	
                  1122(d)(4)(xv)

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

                	 
	
                   

                	
                   

                	
                   

                


        

        


         

        
          	 	
                  [NAME
                    OF COMPANY] [NAME OF SUBSERVICER]

                
	 	Date: _________________________
	 	 
	 	 
	 	By: _________________________
	 	
                  Name:

                
	 	
                  Title:
                    

                


        

         

        31. The
          Agreement is hereby amended as of the date hereof by adding the following
          new
Exhibit
          Q:

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          Q

        


        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. 

        1.  

         

        2.  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.

         

        3.     
            Credits:
          

         

        14-21.   
           Complete
          as applicable. Required documentation:

         

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

         

        Letter
          of
          Proceeds Breakdown.

         

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

         

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

         

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         

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


         

        Total
          Realized Loss (or Amount of Any Gain)

         

        23.          
           The
          total
          derived from subtracting line 22 from 13. If the amount represents a realized
          gain, show
          the
          amount in parenthesis ( ). 

        


         

        Calculation
          of Realized Loss/Gain Form 332

        


         

        Prepared
          by: __________________   Date:
          _______________

        Phone:
          ______________________ Email Address:_____________________

         

        
          	
                  Servicer
                    Loan No.

                	 	
                  Servicer
                    Name

                	 	
                  Servicer
                    Address 

                   

                


        

         

         

        WELLS
          FARGO BANK, N.A. Loan No._____________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  Short
          Sale           Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes 
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          _______________________________

        
          
             

            

              
                	
                        Liquidation
                          and Acquisition Expenses:

                      	 	 	 	 
	
                        (1)

                      	
                        Actual
                          Unpaid Principal Balance of Mortgage Loan

                      	
                         

                      	$	 	
                        (1)

                      
	
                        (2)

                      	
                        Interest
                          accrued at Net Rate

                      	 	
                         

                      	 	
                        (2)

                      
	
                        (3)

                      	
                        Accrued
                          Servicing Fees

                      	 	
                         

                      	 	
                        (3)

                      
	
                        (4)

                      	
                        Attorney's
                          Fees

                      	 	
                         

                      	 	
                        (4)

                      
	
                        (5)

                      	
                        Taxes
                          (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

                      	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                        HUD
                          Part B

                      	 	 	 	 	 	(18b)
	
                        (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)

                      


              

            

          

        

         

        
 

        Escrow
          Disbursement Detail

         

        

          
            	
                    Type

                    (Tax
                      /Ins.)

                  	
                    Date
                      Paid

                  	
                    Period
                      of Coverage

                  	
                    Total
                      Paid

                  	
                    Base
                      Amount

                  	
                    Penalties

                  	
                    Interest

                  
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


          

        

        


        32. Except
          as
          amended above, the Agreement shall continue to be in full force and effect
          in
          accordance with its terms.

        


        33. This
          Amendment may be executed by one or more of the parties hereto on any number
          of
          separate counterparts and of said counterparts taken together shall be
          deemed to
          constitute one and the same instrument.

        


        [SIGNATURE
          PAGES FOLLOW]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the following parties 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,
	 	
                  as
                    Purchaser

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:  

                	 
	 	Title:	 


        

         

        
           

          
            	 	 	 
	 	
                    FIFTH
                      THIRD MORTGAGE COMPANY,

                  
	 	
                    as
                      Company

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:  

                  	 
	 	Title:	 


          

           

           

        

         

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        Q-2

       

      MID
        AMERICA SERVICING AGREEMENT

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

         

        EMC
          MORTGAGE CORPORATION 

        Purchaser,

        


        MID
          AMERICA
          BANK, FSB

        Company,

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        Dated
          as
          of February 1, 2006

        


        


        
 

        (Fixed
          and Adjustable Rate Mortgage Loans)

         

        
 

        TABLE
          OF CONTENTS

        


        ARTICLE
          I

        


        


        
          	Section
                  1.01	
                  Defined
                    Terms

                


        

        


        ARTICLE
          II

        


        
          	Section
                  2.01	
                  Agreement
                    to Purchase

                


        

        
          	Section
                  2.02	
                  Purchase
                    Price

                


        

        
          	Section
                  2.03	
                  Reserved

                


        

        
          	Section
                  2.04	
                  Record
                    Title and Possession of Mortgage Files;

                  Maintenance of Servicing
                    Files

                


        

        
          	Section
                  2.05	
                  Books
                    and Records

                


        

        
          	Section
                  2.06	
                  Transfer
                    of Mortgage Loans

                


        

        
          	Section
                  2.07	
                  Delivery
                    of Mortgage Loan Documents

                


        

        
          	Section
                  2.08	
                  Quality
                    Control Procedures

                


        

        
          	Section
                  2.09	
                  Near-term
                    Principal Prepayments; 

                  Near
                    Term Payment Defaults

                


        

        


        ARTICLE
          III

        


        
          
            	Section
                    3.01	
                    Representations
                      and Warranties of the Company

                  


          

          
            
              	Section
                      3.02	
                      Representations
                        and Warranties as to 

                      Individual
                        Mortgage Loans

                    


            

          

        

        
          
            
              
                
                  	Section
                          3.03	
                          Repurchase;
                            Substitution

                        


                

              

            

          

        

        
          
            
              	
                      Section
                        3.04

                    	
                      Representations
                        and Warranties of the
                        Purchaser

                    


            

          

        

        


        ARTICLE
          IV

        


        
          	Section
                  4.01	
                  Company
                    to Act as Servicer

                


        

        
          	Section
                  4.02	
                  Collection
                    of Mortgage Loan Payments

                


        

        
          	Section
                  4.03	
                  Realization
                    Upon Defaulted Mortgage

                


        

        
          	Section
                  4.04	
                  Establishment
                    of Custodial Accounts; 

                  Deposits in Custodial
                    Accounts

                


        

        
          	Section
                  4.05	
                  Permitted
                    Withdrawals from the 

                  Custodial
                    Account

                


        

        
          	Section
                  4.06	
                  Establishment
                    of Escrow Accounts; 

                  Deposits
                    in Escrow Accounts

                


        

        
          	Section
                  4.07	
                  Permitted
                    Withdrawals From Escrow Account

                


        

        
          	Section
                  4.08	
                  Payment
                    of Taxes, Insurance and Other

                  Charges; Maintenance of Primary
                    Mortgage

                  InsurancePolicies;
                    Collections Thereunder 

                


        

        
          	Section 4.09	
                  Transfer of
                    Accounts

                


        

        
          	
                  Section
                    4.10

                	
                  Maintenance
                    of Hazard Insurance

                


        

        
          	Section
                  4.11	
                  Maintenance
                    of Mortgage Impairment

                  Insurance
                    Policy

                


        

        
          	Section
                  4.12	
                  Fidelity
                    Bond, Errors and Omissions

                  Insurance

                


        

        
          	Section
                  4.13	
                  Title,
                    Management and Disposition of REO
                    Property

                


        

        
          	Section
                  4.14	
                  Notification
                    of Maturity Date

                


        

        


        ARTICLE
          V

        


        
          	Section
                  5.01	
                  Distributions

                


        

        
          	Section
                  5.02	
                  Statements
                    to the Purchaser

                


        

        
          	Section
                  5.03	
                  Monthly
                    Advances by the Company

                


        

        
          	Section
                  5.04	
                  Liquidation
                    Reports

                


        

        


        ARTICLE
          VI

        


        
          	Section
                  6.01	
                  Assumption
                    Agreements

                


        

        
          	Section
                  6.02	
                  Satisfaction
                    of Mortgages and Release

                  of Mortgage
                    Files

                


        

        
          	Section
                  6.03	
                  Servicing
                    Compensation

                


        

        
          	Section
                  6.04	
                  Reserved

                


        

        
          	Section
                  6.05	
                  Reserved

                


        

        
          	Section
                  6.06	
                  Purchaser’s
                    Right to Examine Company Records

                


        

        


        ARTICLE
          VII

        


        
          	Section
                  7.01	
                  Company
                    Shall Provide Information as Reasonably 

                  Required

                


        

        


        ARTICLE
          VIII

        


        
          	Section
                  8.01	
                  Indemnification;
                    Third Party Claims

                


        

        
          	Section
                  8.02	
                  Merger
                    or Consolidation of the Company

                


        

        
          	Section
                  8.03	
                  Limitation
                    on Liability of the Company and
                    Others

                


        

        
          	Section
                  8.04	
                  Company
                    Not to Assign or Resign

                


        

        
          	Section
                  8.05	
                  No
                    Transfer of Servicing

                


        


        ARTICLE
          IX

        


        
          	Section
                  9.01	
                  Events
                    of Default

                


        

        
          	Section
                  9.02	
                  Waiver
                    of Defaults

                


        

        


        ARTICLE
          X

        


        
          	Section
                  10.01	
                  Termination

                


        

        


        ARTICLE
          XI

        


        
          	Section
                  11.01	
                  Successor
                    to the Company

                


        

        
          	Section
                  11.02	
                  Amendment

                


        

        
          	Section
                  11.03	
                  Reserved

                


        

        
          	Section
                  11.04	
                  Governing
                    Law

                


        

        
          	Section
                  11.05	
                  Notices

                


        

        
          	Section
                  11.06	
                  Severability
                    of Provisions

                


        

        
          	Section
                  11.07	
                  Exhibits

                


        

        
          	Section
                  11.08	
                  General
                    Interpretive Principles

                


        

        
          	Section
                  11.09	
                  Reproduction
                    of Documents

                


        

        
          	Section
                  11.10	
                  Confidentiality
                    of Information

                


        

        
          	Section
                  11.11	
                  Recordation
                    of Assignment of Mortgage

                


        

        
          	Section
                  11.12	
                  Assignment

                


        

        
          	Section
                  11.13	
                  No
                    Partnership

                


        

        
          	Section
                  11.14	
                  Signature
                    Pages/Counterparts; Successors and
                    Assigns

                


        

        
          	Section
                  11.15	
                  Entire
                    Agreement

                


        

        
          	Section
                  11.16	
                  No
                    Solicitation

                


        

        
          	Section
                  11.17	
                  Closing

                


        

        
          	Section
                  11.18	
                  Reserved

                


        

        
          	Section
                  11.19	
                  Monthly
                    Reporting with Respect to a
                    Reconstitution

                


        

        


        EXHIBITS

        
          	
                	A	
                  Contents
                    of Mortgage File

                


        

        
          	
                	B	
                  Custodial
                    Account Letter Agreement

                


        

        
          	
                	C	
                  Escrow
                    Account Letter Agreement

                


        

        
          	
                	D	
                  Form
                    of Purchase, Assignment, Assumption and Recognition
                    Agreement

                


        

        
          	
                	E	
                  Form
                    of Trial Balance

                


        

        
          	
                	F	
                  [Reserved]

                


        

        
          	
                	G	
                  Request
                    for Release of Documents and
                    Receipt

                


        

        
          	
                	H	
                  Company’s
                    Underwriting Guidelines

                


        

        
          	
                	I	
                  Term
                    Sheet

                


        

        
          	
                	J	
                  Reconstituted
                    Mortgage Loan Reporting

                


        

         

        This
          is a
          Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006
          and
          is executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices
          located
          at Mac
          Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas
          75038,
          and
Mid
          America Bank, fsb, with offices located at 2650 Warrenville Road, Suite
          500,
          Downers Grove, Illinois 60515.

        


        


        W I T N E&
          #160;S S E T H
          :

        


        WHEREAS,
          the Purchaser has heretofore agreed to purchase from the Company and the
          Company
          has heretofore agreed to sell to the Purchaser, from time to time, certain
          Mortgage Loans on
          a
          servicing retained basis;
          

        


        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 Mortgage Loan Schedule, which is annexed
          to
          the related Term Sheet; and

        


        WHEREAS,
          the Purchaser and the Company wish to prescribe the representations and
          warranties of the Company with respect to itself and the Mortgage Loans
          and the
          management, 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

        


        Section
          1.01 Defined
          Terms.

        


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

        


        Accepted
          Servicing Practices:
          With
          respect to any Mortgage Loan, those mortgage servicing practices (including
          collection procedures) of prudent mortgage banking institutions which service
          mortgage loans of the same type as such Mortgage Loan in the jurisdiction
          where
          the related Mortgaged Property is located, and which are in accordance
          with
          Fannie Mae servicing practices and procedures, for MBS pool mortgages,
          as
          defined in the Fannie Mae Guides including future updates. 

        


        Adjustment
          Date:
          With
          respect 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.

        


        Agreement:
          This
          Purchase, Warranties and Servicing Agreement including all exhibits hereto,
          amendments hereof and supplements hereto.

        


        Appraised
          Value:
          With
          respect to any Mortgaged Property, the value thereof as determined by an
          appraisal made for the originator of the Mortgage Loan at the Origination
          Date
          of the Mortgage Loan by a Qualified Appraiser. 

        


        Assignment:
          An
          individual 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 of record
          the sale
          or transfer of the Mortgage Loan.

         

        BIF:
          The
          Bank Insurance Fund, or any successor thereto.

        


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

        


        Closing
          Date:
          With
          respect to any Mortgage Loan, the date stated on the related Term Sheet.
          

         

        Code: The
          Internal Revenue Code of 1986, or any successor statute thereto.

        


        Company:
           Mid
          America Bank, fsb, its successors in interest and assigns, as permitted
          by this
          Agreement.

        


        Company's
          Officer's Certificate:
          A
          certificate signed by the Chairman of the Board, President, any Vice President,
          Secretary or Treasurer of the Company stating the date by which the Company
          expects to receive any missing documents sent for recording from the applicable
          recording office.

        


        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.

        


        Confirmation:
          The
          trade confirmation letter between the Purchaser and the Company which relates
          to
          the Mortgage Loans.

        


        Consumer
          Information:
          Information including, but not limited to, all personal information about
          Mortgagors that is supplied to the Purchaser by or on behalf of the
          Company.

        


        Co-op
          Lease:
          With
          respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
          by
          the Mortgagor and relating to the stock allocated to the related dwelling
          unit.

        


        Co-op
          Loan:
          A
          Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
          in a
          residential cooperative housing corporation and a collateral assignment
          of the
          related Co-op Lease.

        


        Current
          Appraised Value: With
          respect to any Mortgaged Property, the value thereof as determined by an
          appraisal made for the Company (by a Qualified Appraiser) at the request
          of a
          Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy
          in
          accordance with federal, state and local laws and regulations or otherwise
          made
          at the request of the Company or Mortgagor.

        


        Current
          LTV: The
          ratio
          of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
          Value of the Mortgaged Property.

        


        Custodial
          Account:
          Each
          separate demand account or accounts created and maintained pursuant to
          Section
          4.04 which shall be entitled "Mid America Bank, fsb, in trust for the
          [Purchaser], Owner of Mortgage Loans" and shall be established in an Eligible
          Account, in the name of the Person that is the "Purchaser" with respect
          to the
          related Mortgage Loans.

         

        Custodian:
          With
          respect to any Mortgage Loan, the entity stated on the related Term Sheet,
          and
          its successors and assigns, as custodian for the Purchaser.

        


        Cut-off
          Date:
          With
          respect to any Mortgage Loan, the date stated on the related Term Sheet.
          

        


        Determination
          Date:
          The
          15th day (or if such 15th day is not a Business Day, the Business Day
          immediately preceding such 15th day) of the month of the related Remittance
          Date.

        


        Due
          Date:
          With
          respect to each Mortgage Loan, the day of the month on which the Monthly
          Payment
          is due on a Mortgage Loan, exclusive of any days of grace, which is the
          first
          day of the month.

        


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

        


        Electronic
          Transmission:
          As
          defined in Section 11.14.

        


        Eligible
          Account:
          An
          account established and maintained: (i) within FDIC insured accounts created,
          maintained and monitored by the Company so that all funds deposited therein
          are
          fully insured, or (ii) as a trust account with the corporate trust department
          of
          a depository institution or trust company organized under the laws of the
          United
          States of America or any one of the states thereof or the District of Columbia
          which is not affiliated with the Company (or any sub-servicer) or (iii)
          with an
          entity which is an institution whose deposits are insured by the FDIC,
          the
          unsecured and uncollateralized long-term debt obligations of which shall
          be
          rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc.
          or one of the two highest short-term ratings by any applicable Rating Agency,
          and which is either (a) a federal savings association duly organized, validly
          existing and in good standing under the federal banking laws, (b) an institution
          duly organized, validly existing and in good standing under the applicable
          banking laws of any state, (c) a national banking association under the
          federal
          banking laws, or (d) a principal subsidiary of a bank holding company,
          or (iv)
          if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
          the equivalent required ratings of each Rating Agency, and held such that
          the
          rights of the Purchaser and the owner of the Mortgage Loans shall be fully
          protected against the claims of any creditors of the Company (or any
          sub-servicer) and of any creditors or depositors of the institution in
          which
          such account is maintained or (v) in a separate non-trust account without
          FDIC
          or other insurance in an Eligible Institution. In the event that a Custodial
          Account is established pursuant to clause (iii), (iv) or (v) of the preceding
          sentence, the Company shall provide the Purchaser with written notice on
          the
          Business Day following the date on which the applicable institution fails
          to
          meet the applicable ratings requirements.

        


        Eligible
          Institution:
          An
          institution having (i) the highest short-term debt rating, and one of the
          two
          highest long-term debt ratings of each Rating Agency; or (ii) with respect
          to
          any Custodial Account, an unsecured long-term debt rating of at least one
          of the
          two highest unsecured long-term debt ratings of each Rating Agency.

        


        Equity
          Take-Out Refinanced Mortgage Loan:
          A
          Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
          principal balance of the existing mortgage loan as defined in the Fannie
          Mae
          Guide(s). 

        


        Escrow
          Account:
          Each
          separate trust account or accounts created and maintained pursuant to Section
          4.06 which shall be entitled "Mid America Bank, fsb, in trust for the
          [Purchaser], Owner of Mortgage Loans, and various Mortgagors", in the name
          of
          the Person that is the "Purchaser" with respect to the related Mortgage
          Loans.

        


        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 9.01.

        


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

        


        Fannie
          Mae Guide(s):
          The
          Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
          or additions thereto.

        


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

        


        FHLMC:
          The
          Federal Home Loan Mortgage Corporation, or any successor thereto.

        


        FHLMC
          Guide:
          The
          FHLMC Single Family Seller/Servicer Guide and all amendments or additions
          thereto.

        


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

        


        FIRREA:
          The
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
          amended, from time to time, and in effect.

        


        First
          Remittance Date:
          With
          respect to any Mortgage Loan, the Remittance Date occurring in the month
          following the month in which the related Closing Date occurs.

        


        GAAP:
          Generally accepted accounting principles in the United States of America,
          consistently applied.

        


        HUD:
          The
          United States Department of Housing and Urban Development, or any successor
          thereto.

        


        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 rate thereon.

        


        Initial
          Rate Cap: With
          respect to
          each
          adjustable rate Mortgage Loan, where applicable, the maximum increase or
          decrease in the Mortgage Interest Rate on the first Adjustment
          Date.

        


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

        


        Lender
          Paid Mortgage Insurance Rate:
          A rate
          per annum equal to the percentage shown on the Mortgage Loan
          Schedule.

        


        Lender
          Primary Mortgage Insurance Policy:
          Any
          Primary Mortgage Insurance Policy for which premiums are paid by the Company.
          

        


        Lifetime
          Rate Cap:
          With
          respect to each adjustable rate Mortgage Loan, the maximum Mortgage Interest
          Rate over the term of such Mortgage Loan. 

        


        Liquidation
          Proceeds:
          The
          proceeds 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.

        


        Loan-to-Value
          Ratio or LTV:
          With
          respect to any Mortgage Loan, the ratio of the original outstanding principal
          amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
          Property with respect to a Refinanced Mortgage Loan, and (ii) the lesser
          of the
          Appraised Value of the Mortgaged Property or the Sales Price of the Mortgaged
          Property with respect to all other Mortgage Loans.

        


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

        


        Monthly
          Advance:
          The
          aggregate of the advances made by the Company on any Remittance Date pursuant
          to
          Section 5.03.

        


        Monthly
          Payment:
          The
          scheduled monthly payment of principal and interest on a Mortgage Loan
          which is
          payable by a Mortgagor under the related Mortgage Note.

        


        Mortgage:
          With
          respect to each Mortgage Loan, the mortgage, deed of trust or other instrument
          securing a Mortgage Note which creates a first lien or first priority ownership
          in an estate in fee simple in real property on the Mortgaged
          Property.

        


        Mortgage
          File:
          The
          Mortgage Loan Documents pertaining to a particular Mortgage Loan, and any
          additional documents required to be added to the Mortgage File pursuant
          to this
          Agreement.

        


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

        


        Mortgage
          Interest Rate:
          The
          annual rate at which interest accrues on any Mortgage Loan, which may be
          adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
          with the provisions of the related Mortgage Note.

        


        Mortgage
          Loan:
          Each
          mortgage loan originally sold to the Purchaser and subject to this Agreement
          being identified on the Mortgage Loan Schedule attached to the related
          Term
          Sheet, which Mortgage Loan includes without limitation the 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, excluding replaced or repurchased Mortgage Loans.

        


        Mortgage
          Loan Documents:
          The
          documents listed in Exhibit
          A
          hereto
          pertaining to any Mortgage Loan.

        


        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 minus the Lender Paid Mortgage Insurance Rate.

        


        Mortgage
          Loan Schedule:
          The
          schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
          setting forth the following information with respect to each Mortgage Loan
          sold
          pursuant to such Term Sheet:

        


        
          (1)the
            Company's Mortgage Loan identifying number;

        

        


        
          (2)the
            Mortgagor's first and last name;

        

        


        
          (3)the
            street address of the Mortgaged Property including the city, state and
            zip
            code;

        

        


        
          (4)a
            code
            indicating whether the Mortgaged Property is owner-occupied, a second
            home or an
            investor property;

        

        


        
          (5)the
            type
            of residential property constituting the Mortgaged Property;

        

        


        
          (6)the
            original months to maturity of the Mortgage Loan;

        

        


        
          (7)the
            remaining months to maturity from the related Cut-off Date, based on
            the
            original amortization schedule and, if different, the maturity expressed
            in the
            same manner but based on the actual amortization schedule;

        

        


        
          (8)the
            Sales
            Price, if applicable, Appraised Value and Loan-to-Value
            Ratio;

        

        


        (9) the
          Mortgage Interest Rate as of origination and as of the related Cut-off
          Date;
          with respect to each adjustable rate Mortgage Loan, the initial Adjustment
          Date,
          the next Adjustment Date immediately following the related Cut-off Date,
          the
          Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if
          any,
          minimum Mortgage Interest Rate under the terms of the Mortgage Note and
          the
          Lifetime Rate Cap;

        


        (10) the
          Origination Date of the Mortgage Loan;

        


        (11) the
          stated maturity date;

        


        (12) the
          amount of the Monthly Payment at origination;

        


        (13) the
          amount of the Monthly Payment as of the related Cut-off Date;

        


        (14) the
          original principal amount of the Mortgage Loan; 

        


        (15) the
          scheduled Stated Principal Balance of the Mortgage Loan as of the close
          of
          business on the related Cut-off Date, after deduction of payments of principal
          due on or before the related Cut-off Date whether or not collected;

        


        (16)
          a
          code
          indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
          refinance, Equity Take-Out Refinanced Mortgage Loan); 

        


        (17)
          a
          code
          indicating the documentation style (i.e. full, alternative, etc.); 

        


        (18) the
          number of times during the twelve (12) month period preceding the related
          Closing Date that any Monthly Payment has been received after the month
          of its
          scheduled Due Date;

        


        (19) the
          date
          on which the first payment is or was due; 

        


        (20)
          a
          code
          indicating whether or not the Mortgage Loan is the subject of a Primary
          Mortgage
          Insurance Policy and the name of the related insurance carrier; 

        


        (21)
          a
          code
          indicating whether or not the Mortgage Loan is currently convertible and
          the
          conversion spread; 

        


        (22)
          the
          last
          Due Date on which a Monthly Payment was actually applied to the unpaid
          principal
          balance of the Mortgage Loan.

        


        (23)
          product
          type (i.e. fixed, adjustable, 3/1, 5/1, etc.); 

        


        (24)
          credit
          score, if applicable;

        


        (25) a
          code
          indicating whether or not the Mortgage Loan is the subject of a Lender
          Primary
          Mortgage Insurance Policy and the name of the related insurance carrier
          and the
          Lender Paid Mortgage Insurance Rate; 

        


        (26)
          a
          code
          indicating whether or not the Mortgage Loan has a prepayment penalty and
          if so,
          the amount and term thereof;

        


        (27)
          the
          Current Appraised Value of the Mortgage Loan and Current LTV, if
          applicable;

        


        (28)
          whether
          such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured Housing”
or “Home Improvement Loan” as defined in the
          New Jersey Home Ownership Security Act of 2002;

        


        (29)
          whether
          the Mortgage Loan has
          a mandatory arbitration clause;
          and

        


        (30)
          whether
          the Mortgage Loan is “interest-only”
          “negative amortization”.

        


        With
          respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
          attached to the related Term Sheet shall set forth the following information,
          as
          of the related Cut-off Date:

        


        (1) the
          number of Mortgage Loans;

        


        (2) the
          current aggregate outstanding principal balance of the Mortgage
          Loans;

        


        (3) the
          weighted average Mortgage Interest Rate of the Mortgage Loans; 

        


        (4) the
          weighted average maturity of the Mortgage Loans; and

        


        (5)
           the
          weighted average months to next Adjustment Date;

         

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

        


        Mortgaged
          Property:
          With
          respect to each Mortgage Loan, the underlying real property securing repayment
          of the related Mortgage Note, consisting of a single parcel of real estate
          considered to be real estate under the laws of the state in which such
          real
          property is located which may include condominium units and planned unit
          developments, improved by a residential dwelling; except that with respect
          to
          real property located in jurisdictions in which the use of leasehold estates
          for
          residential properties is a widely-accepted practice, a leasehold estate
          of the
          Mortgage, the term of which is equal to or longer than the term of the
          Mortgage.


        


        Mortgagor:
          With
          respect to each Mortgage Loan, the obligor on the related Mortgage Note.
          

         

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

        


        Officers'
          Certificate:
          A
          certificate signed by the Chairman of the Board, the Vice Chairman of the
          Board,
          the President, a Senior Vice President or a Vice President or 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 party on behalf
          of
          whom the opinion is being given, reasonably acceptable to the
          Purchaser.

        


        Origination
          Date:
          The
          date on which a Mortgage Loan funded, which date shall not, in connection
          with a
          Refinanced Mortgage Loan, be the date of the funding of the debt being
          refinanced, but rather the closing of the debt currently outstanding under
          the
          terms of the Mortgage Loan Documents. 

        


        OTS:
          Office
          of Thrift Supervision, or any successor thereto.

        


        Pass-Through
          Transfer:
          Any
          transaction involving either (1) 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 (2) an issuance of publicly offered or privately
          placed, rated or unrated securities, the payments on which are determined
          primarily by reference to one or more portfolios of residential mortgage
          loans
          consisting, in whole or in part, of some or all of the Mortgage
          Loans.

        


        Periodic
          Rate Cap:
          With
          respect to each adjustable rate Mortgage Loan, the maximum increase or
          decrease
          in the Mortgage Interest Rate on any Adjustment Date, as set forth in the
          related Mortgage Note and the related Mortgage Loan Schedule.

        


        Permitted
          Investments:
          Any one
          or more of the following obligations or securities:

        


        (i) direct
          obligations of, and obligations fully guaranteed by the United States of
          America
          or any agency or instrumentality of the United States of America the obligations
          of which are backed by the full faith and credit of the United States of
          America; 

        


        
          	 	
                  (ii)
                    (a) demand or time deposits, federal funds or bankers' acceptances
                    issued
                    by any depository institu-tion or trust company incorporated
                    under the
                    laws of the United States of America or any state thereof and
                    subject to
                    supervision and examination by federal and/or state banking authorities,
                    provided that the commercial paper and/or the short-term deposit
                    rating
                    and/or the long-term unsecured debt obligations or deposits of
                    such
                    depository institution or trust company at the time of such investment
                    or
                    contractual commitment providing for such investment are rated
                    in one of
                    the two highest rating categories by each Rating Agency and (b)
                    any other
                    demand or time deposit or certificate of deposit that is fully
                    insured by
                    the FDIC;

                


        

        


        
          	 	
                  (iii)
                    repurchase obligations with a term not to exceed thirty (30)
                    days and with
                    respect to (a) any security described in clause (i) above and
                    entered into
                    with a depository institution or trust company (acting as principal)
                    described in clause (ii)(a) above;

                


        

        


        
          	 	
                  (iv)
                    securities bearing interest or sold at a discount issued by any
                    corporation incorporated under the laws of the United States
                    of America or
                    any state thereof that are rated in one of the two highest rating
                    categories by each Rating Agency at the time of such in-vestment
                    or
                    contractual commitment providing for such investment; provided,
                    however,
                    that securities issued by any particular corporation will not
                    be Permitted
                    Investments to the extent that investments therein will cause
                    the then
                    outstanding principal amount of secur-ities issued by such corporation
                    and
                    held as Permitted Investments to exceed 10% of the aggregate
                    outstand-ing
                    principal balances of all of the Mortgage Loans and Permitted
                    Investments;

                


        

        


        
          	 	
                  (v)
                    commercial paper (including both non-interest-bearing discount
                    obligations
                    and interest-bearing obliga-tions payable on demand or on a specified
                    date
                    not more than one year after the date of issuance there-of) which
                    are
                    rated in one of the two highest rating categories by each Rating
                    Agency at
                    the time of such investment;

                


        

        


        
          	 	
                  (vi)
                    any other demand, money market or time deposit, obligation, security
                    or
                    investment as may be acceptable to each Rating Agency as evidenced
                    in
                    writing by each Rating Agency; and

                


        

        


        
          	 	
                  (vii)
                    any money market funds the collateral of which consists of obligations
                    fully guaranteed by the United States of America or any agency
                    or
                    instru-ment-al-ity of the United States of America the obligations
                    of
                    which are backed by the full faith and credit of the United States
                    of
                    America (which may include repurchase obligations secured by
                    collateral
                    described in clause (i)) and other securities and which money
                    market funds
                    are rated in one of the two highest rating categories by each
                    Rating
                    Agency;

                


        

        


        provided,
          however,
          that no
          instrument or security shall be a Permitted Investment if such instrument
          or
          security evidences a right to receive only interest payments with respect
          to the
          ob-li-ga-tions underlying such instrument or if such security provides
          for
          payment of both principal and interest with a yield to matur-ity in excess
          of
          120% of the yield to maturity at par or if such investment or security
          is
          purchased at a price greater than par.

        


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

        


        Prepayment
          Interest Shortfall:
          With
          respect to any Remittance Date, for each Mortgage Loan that was the subject
          of a
          Principal Prepayment during the related Prepayment Period, an amount equal
          to
          the excess of one month’s interest at the applicable Mortgage Loan Remittance
          Rate on the amount of such Principal Prepayment over the amount of interest
          (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
          Mortgagor with respect to such Prepayment Period.

        


        Prepayment
          Period: With
          respect to any Remittance Date, the calendar month preceding the month
          in which
          such Remittance Date occurs.

        


        Primary
          Mortgage Insurance Policy:
          Each
          primary policy of mortgage insurance represented to be in effect pursuant
          to
          Section 3.02(hh), or any replacement policy therefor obtained by the Company
          pursuant to Section 4.08.

        


        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 (Northeast Edition).

        


        Principal
          Prepayment:
          Any
          payment or other recovery of principal on a Mortgage Loan full or partial
          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. 

         

        Purchase
          Price:
          As
          defined in Section 2.02.

        


        Purchaser:
          EMC
          Mortgage Corporation, its successors in interest and assigns.

        


        Qualified
          Appraiser:
          An
          appraiser, duly appointed by the Company, who had no interest, direct or
          indirect in the related 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 such appraiser and the appraisal made by such
          appraiser both satisfy the requirements of Title XI of FIRREA and the
          regulations promulgated thereunder, all as in effect on the date the Mortgage
          Loan was originated.

        


        Qualified
          Insurer:
          A
          mortgage insurance company duly authorized and licensed as such under the
          laws
          of the states in which the related Mortgaged Property is located and approved
          as
          an insurer by Fannie Mae or FHLMC. 

        


        Rating
          Agency:
          Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
          ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
          the
          nationally recognized rating agencies issuing ratings with respect to such
          securities, if any.

         

        Reconstituted
          Mortgage Loans:
          As
          defined in Section 11.19. 

        


        Reconstitution:
          As
          defined in Section 11.18. 

        


        Reconstitution
          Agreement:
          As
          defined in Section 11.18. 

        


        Reconstitution
          Date:
          As
          defined in Section 11.18. 

        


        Refinanced
          Mortgage Loan:
          A
          Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
          prior to the origination of such Mortgage Loan and the proceeds of which
          were
          used in whole or part to satisfy an existing mortgage.

        


        REMIC:
          A "real
          estate mortgage investment conduit," as such term is defined in Section
          860D of
          the Code.

        


        REMIC
          Provisions:
          The
          provisions of the federal income tax law relating to REMICs, which appear
          at
          Sections 860A through 860G of the Code, and the related provisions and
          regulations promulgated thereunder, as the foregoing may be in effect from
          time
          to time.

        


        Remittance
          Date:
          The
          18th day of any month, beginning with the First Remittance Date, or if
          such 18th
          day is not a Business Day, the first Business Day immediately preceding
          such
          18th day.

        


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

        


        REO
          Disposition Proceeds:
          Amounts
          received by the Company in connection with a related REO
          Disposition.

        


        REO
          Property:
          A
          Mortgaged Property acquired by the Company on behalf of the Purchaser as
          described in Section 4.13.

        


        Repurchase
          Price:
          With
          respect to any Mortgage Loan, a price equal to (i) the product of the greater
          of
          (x) 100% or (y) the percentage of par as stated in the related Term Sheet;
          multiplied by the Stated Principal Balance of such Mortgage Loan on the
          repurchase date, plus (ii) interest on such Stated Principal Balance at
          the
          Mortgage Loan Remittance Rate from the last date through which interest
          has been
          paid and distributed to the Purchaser to the end of the month of repurchase,
          plus, (iii) reasonable and necessary third party expenses incurred in connection
          with the transfer of the Mortgage Loan being repurchased; 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.

        


        SAIF:
          The
          Savings Association Insurance Fund, or any successor thereto.

        


        Sales
          Price: With
          respect to any Mortgage Loan the proceeds of which were used by the Mortgagor
          to
          acquire the related Mortgaged Property, the amount paid by the related
          Mortgagor
          for such Mortgaged Property.

        


        Servicing
          Advances:
          All
          customary, reasonable and necessary "out of pocket" costs and expenses
          (including reasonable attorneys' 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, administrative or judicial proceedings,
          or any legal work or advice specifically related to servicing the Mortgage
          Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
          drug seizures, elections, foreclosures by subordinate or superior lienholders,
          and other legal actions incidental to the servicing of the Mortgage Loans
          (provided that such expenses are reasonable and that the Company specifies
          the
          Mortgage Loan(s) to which such expenses relate and, upon the Purchaser’s
          request, provides documentation supporting such expense (which documentation
          would be acceptable to Fannie Mae), and provided further that any such
          enforcement, administrative or judicial proceeding does not arise out of
          a
          breach of any representation, warranty or covenant of the Company hereunder),
          (c) the management and liquidation of the Mortgaged Property if the Mortgaged
          Property is acquired in full or partial satisfaction of the Mortgage, (d)
          taxes,
          assessments, water rates, sewer rates and other charges which are or may
          become
          a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
          premiums and fire and hazard insurance coverage, (e) any expenses reasonably
          sustained by the Company with respect to the liquidation of the Mortgaged
          Property in accordance with the terms of this Agreement and (f) compliance
          with
          the obligations under Section 4.08.

        


        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 unpaid
          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 computed. The obligation
          of
          the Purchaser to pay the Servicing Fee is limited to, and the Servicing
          Fee is
          payable solely from, the interest portion of such Monthly Payment collected
          by
          the Company, or as otherwise provided under Section 4.05(iii) and in accordance
          with the Fannie Mae Guide(s). Any fee payable to the Company for administrative
          services related to any REO Property as described in Section 4.13 shall
          be
          payable from Liquidation Proceeds of the related REO Property.

        


        Servicing
          Fee Rate:
          As set
          forth in the Term Sheet.

        


        Servicing
          File:
          With
          respect to each Mortgage Loan, the file retained by the Company consisting
          of
          originals of all documents in the Mortgage File which are not delivered
          to the
          Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
          A,
          the
          originals of which are delivered to the Purchaser or its designee pursuant
          to
          Section 2.04.

        


        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 as of any date of determination, (i) the principal balance
          of
          such Mortgage Loan at the 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 Mortgage
          Loan representing payments or recoveries of principal or advances in lieu
          thereof.

        


        Subservicer:
          Any
          subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
          Agreement. Any subservicer shall meet the qualifications set forth in Section
          4.01.

        


        Subservicing
          Agreement:
          An
          agreement between the Company and a Subservicer, if any, for the servicing
          of
          the Mortgage Loans.

        


        Term
          Sheet:
          A
          supplemental agreement in the form attached hereto as Exhibit
          I
          which
          shall be executed and delivered by the Company and the Purchaser to provide
          for
          the sale and servicing pursuant to the terms of this Agreement of the Mortgage
          Loans listed on Schedule I attached thereto, which supplemental agreement
          shall
          contain certain specific information relating to such sale of such Mortgage
          Loans and may contain additional covenants relating to such sale of such
          Mortgage Loans.

        


        Whole
          Loan Transfer:
          As
          defined in Section 11.18.

         

         

        ARTICLE
          II

        


        PURCHASE
          OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;

        RECORD
          TITLE AND POSSESSION OF MORTGAGE FILES;

        BOOKS
          AND RECORDS; CUSTODIAL AGREEMENT;

        DELIVERY
          OF MORTGAGE LOAN DOCUMENTS

        


        Section
          2.01 Agreement
          to Purchase.

        


        From
          time
          to time, the Company agrees to sell and the Purchaser agrees to purchase
          the
          Mortgage Loans having an aggregate Stated Principal Balance on the related
          Cut-off Date set forth in the related Term Sheet in an amount as set forth
          in
          the Confirmation, or in such other amount as agreed by the Purchaser and
          the
          Company as evidenced by the actual aggregate Stated Principal Balance of
          the
          Mortgage Loans accepted by the Purchaser on the related Closing Date, with
          servicing retained by the Company. The Company shall deliver the related
          Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage
          Loans
          to be purchased on the related Closing Date to the Purchaser at least two
          (2)
          Business Days prior to the related Closing Date. The Mortgage Loans shall
          be
          sold pursuant to this Agreement, and the related Term Sheet shall be executed
          and delivered on the related Closing Date.

        


        Section
          2.02 Purchase
          Price.

        


        The
          “Purchase Price” for each Mortgage Loan shall be the percentage of par as stated
          in the related Term Sheet, multiplied by the Stated Principal Balance,
          as of the
          related Cut-off Date, of the Mortgage Loan listed on the related Mortgage
          Loan
          Schedule attached to the related Term Sheet, after application of scheduled
          payments of principal due on or before the related Cut-off Date whether
          or not
          collected. 

        


        In
          addition to the Purchase Price as described above, the Purchaser shall
          pay to
          the Company, at closing, accrued interest on the Stated Principal Balance
          of
          each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
          Remittance Rate of each Mortgage Loan from the related Cut-off Date through
          the
          day prior to the related Closing Date, inclusive.

        


        The
          Purchase Price plus accrued interest as set forth in the preceding paragraph
          shall be paid on the related Closing Date by wire transfer of immediately
          available funds.

        


        The
          Purchaser shall be entitled to (1) all scheduled principal due after the
          related
          Cut-off Date, (2) all other recoveries of principal collected on or 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
          Company
          or any successor servicer after the related Cut-off Date shall belong to
          the
          Company), and (3) all payments of interest on the Mortgage Loans net of
          applicable Servicing Fees (minus that portion of any such payment which
          is
          allocable to the period prior to the related Cut-off Date). The Stated
          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, together with any unscheduled principal prepayments
          collected prior to the related Cut-off Date; provided, however, that 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 the applicable Servicing Fee)
          shall be
          the property of the Purchaser. The Company 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 Company to the
          Purchaser.

        


        Section
          2.03 [Reserved]

        


        Section
          2.04 Record
          Title and Possession of Mortgage Files; Maintenance of Servicing
          Files.

        


        As
          of the
          related Closing Date, the Company sold, transferred, assigned, set over
          and
          conveyed to the Purchaser, without recourse, on a servicing retained basis,
          and
          the Company hereby acknowledges that the Purchaser has, but subject to
          the terms
          of this Agreement and the related Term Sheet, all the right, title and
          interest
          of the Company in and to the Mortgage Loans. The Company will deliver the
          Mortgage Files to the Custodian designated by the Purchaser, on or before
          the
          related Closing Date, at the expense of the Company. The Company shall
          maintain
          a Servicing File consisting of a copy of the contents of each Mortgage
          File and
          the originals of the documents in each Mortgage File not delivered to the
          Purchaser. The Servicing File shall contain all documents necessary to
          service
          the Mortgage Loans. The possession of each 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. From the related Closing Date, the ownership of
          each
          Mortgage Loan, including the Mortgage Note, the Mortgage, the contents
          of the
          related Mortgage File and all rights, benefits, proceeds and obligations
          arising
          therefrom or in connection therewith, has been vested in the Purchaser.
          All
          rights arising out of the Mortgage Loans including, but not limited to,
          all
          funds received on or in connection with the Mortgage Loans and all records
          or
          documents with respect to the Mortgage Loans prepared by or which come
          into the
          possession of the Company shall be received and held by the Company in
          trust for
          the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion
          of
          the Mortgage Files retained by the Company shall be appropriately identified
          in
          the Company's computer system to clearly reflect the ownership of the Mortgage
          Loans by the Purchaser. The Company shall release its custody of the contents of
          the Mortgage Files only in accordance with written instructions of the
          Purchaser, except when 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 or Loans with respect thereto pursuant to this Agreement
          and the
          related Term Sheet, such written instructions shall not be
          required.

        


        Section
          2.05  Books
          and Records.

        


        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 the Mortgage Loans that shall be appropriately identified in
          the
          Company's computer system to clearly reflect the ownership of the 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 FHLMC,
          as
          applicable, 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 of any condominium project as required by Fannie Mae
          or
          FHLMC, and periodic inspection reports 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.

        


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

        


        In
          addition to the foregoing, the Company shall provide to any supervisory
          agents
          or examiners that regulate the Purchaser, including but not limited to,
          the OTS,
          the FDIC and other similar entities, access, during normal business hours,
          upon
          reasonable advance notice to the Company and without cost to the Company
          or such
          supervisory agents or examiners, to any documentation regarding the Mortgage
          Loans that may be required by any applicable regulator.

        


        Section
          2.06. Transfer
          of Mortgage Loans.

        


        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 any Mortgage Loan unless a notice of the transfer
          of such Mortgage Loan has been delivered to the Company in accordance with
          this
          Section 2.06 and the books and records of the Company 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; provided,
          however, that the transferee will not be deemed to be a Purchaser hereunder
          binding upon the Company unless such transferee shall agree in writing
          to be
          bound by the terms of this Agreement and an original counterpart of the
          instrument of transfer in an Assignment and Assumption of this Agreement
          substantially in the form of Exhibit
          D
          hereto
          executed by the transferee shall have been delivered to the Company. 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 the previous Purchaser
          shall be released from its obligations hereunder with respect to the Mortgage
          Loans sold or transferred.

        


        Section
          2.07 Delivery
          of Mortgage Loan Documents.

        


        The
          Company shall deliver and release to the Purchaser or its designee the
          Mortgage
          Loan Documents in accordance with the terms of this Agreement and the related
          Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5),
          (6), (7),
          (8), (9) and (16) in Exhibit
          A
          hereto
          shall be delivered by the Company to the Purchaser or its designee no later
          than
          three (3) Business Days prior to the related Closing Date pursuant to a
          bailee
          letter agreement. All other documents in Exhibit
          A
          hereto,
          together with all other documents executed in connection with the Mortgage
          Loan
          that the Company may have in its possession, shall be retained by the Company
          in
          trust for the Purchaser. If the Company cannot deliver the original recorded
          Mortgage Loan Documents or the original policy of title insurance, including
          riders and endorsements thereto, on the related Closing Date, the Company
          shall,
          promptly upon receipt thereof and in any case not later than 150 days from
          the
          related Closing Date, deliver such original documents, including original
          recorded documents, to the Purchaser or its designee (unless the Company
          is
          delayed in making such delivery by reason of the fact that such documents
          shall
          not have been returned by the appropriate recording office). If delivery
          is not
          completed within 150 days solely due to delays in making such delivery
          by reason
          of the fact that such documents shall not have been returned by the appropriate
          recording office, the Company shall deliver such document to Purchaser,
          or its
          designee, within such time period as specified in a Company's Officer's
          Certificate. In the event that documents have not been received by the
          date
          specified in the Company's Officer's Certificate, a subsequent Company's
          Officer's Certificate shall be delivered by such date specified in the
          prior
          Company's Officer's Certificate, stating a revised date for receipt of
          documentation. The procedure shall be repeated until the documents have
          been
          received and delivered. If delivery is not completed within 270 days solely
          due
          to delays in making such delivery by reason of the fact that such documents
          shall not have been returned by the appropriate recording office, the Company
          shall continue to use its best efforts to effect delivery as soon as possible
          thereafter, provided that if such documents are not delivered by the 330th
          day
          from the date of the related Closing Date, the Company shall repurchase
          the
          related Mortgage Loans at the Repurchase Price in accordance with Section
          3.03
          hereof unless the Company provides evidence that such non-delivery is solely
          due
          to delays by the appropriate recording office.

        


        The
          Company shall pay all initial recording fees, if any, for the assignments
          of
          mortgage and any other fees in connection with the transfer of all original
          documents to the Purchaser or its designee. The Company shall prepare,
          in
          recordable form, all assignments of mortgage necessary to assign the Mortgage
          Loans to the Purchaser, or its designee. The Company shall be responsible
          for
          recording the assignments of mortgage as directed by the Purchaser.

        


        The
          Company shall provide an original or duplicate original of the title insurance
          policy to the Purchaser or its designee within ninety (90) days of the
          receipt
          of the recorded documents (required for issuance of such policy) from the
          applicable recording office.

        


        Any
          review by the Purchaser, or its designee, of the Mortgage Files shall in
          no way
          alter or reduce the Company's obligations hereunder.

        


        If
          the
          Purchaser or its designee discovers any defect with respect to a Mortgage
          File,
          the Purchaser shall, or shall cause its designee to, give written specification
          of such defect to the Company which may be given in the exception report
          attached as an exhibit to the related Term Sheet or the certification delivered
          pursuant to this Section 2.07, or otherwise in writing and the Company
          shall
          cure or repurchase such Mortgage Loan in accordance with Section
          3.03.

        


        The
          Company shall forward to the Purchaser, or its designee, 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
          thirty
          (30) days of their execution; provided, however, that the Company shall
          provide
          the Purchaser, or its designee, with a certified true copy of any such
          document
          submitted for recordation within thirty (30) 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 120 days of its submission for
          recordation.

        


        From
          time
          to time, the Company may have a need (other than in connection with a payment
          in
          full, which is described more fully in Section 6.02 herein) for Mortgage
          Loan
          Documents to be released from the Purchaser, or its designee. The Purchaser
          shall, or shall cause its designee, upon the written request of the Company
          in
          the form attached hereto as Exhibit
          G,
          within
          ten (10) Business Days, deliver to the Company, any requested documentation
          previously delivered to the Purchaser as part of the Mortgage File, provided
          that such documentation is promptly returned to the Purchaser, or its designee,
          when the Company no longer requires possession of the document, and provided
          that during the time that any such documentation is held by the Company,
          such
          possession is in trust for the benefit of the Purchaser. 

        


        Section
          2.08 Quality
          Control Procedures.

        


        The
          Company must have an internal quality control program that verifies, on
          a
          regular basis, the existence and accuracy of the legal documents, credit
          documents, property appraisals, and underwriting decisions. The program
          must be
          capable of evaluating and monitoring the overall quality of its loan production
          and servicing activities. The program is to ensure that the Mortgage Loans
          are
          originated and serviced in accordance with prudent mortgage banking practices
          and accounting principles; guard against dishonest, fraudulent, or negligent
          acts; and guard against errors and omissions by officers, employees, or
          other
          authorized persons.

        


        Section
          2.09 Near-term
          Principal Prepayments; Near Term Payment Defaults.

        


        In
          the
          event any Principal Prepayment in full is made by a Mortgagor on or prior
          to
          three months (unless such other period is set forth in the related Confirmation
          and Term Sheet) after the related Closing Date, the Company shall, upon
          written
          notice thereof from the Purchaser received by the Company within sixty
          (60) days
          of the date of such prepayment in full, remit to the Purchaser an amount
          equal
          to the excess, if any, of the Purchase Price Percentage over par multiplied
          by
          the amount of such Principal Prepayment in full. Such remittance shall
          be made
          by the Company to the Purchaser no later than the seventh Business Day
          following
          receipt of such notice of Principal Prepayment by the Purchaser.

        


        In
          the
          event either of the first three (3) scheduled Monthly Payments (unless
          such
          other number of Monthly Payments is set forth in the related Confirmation
          or
          Term Sheet) which are due under any Mortgage Loan after the related Cut-off
          Date
          are not made during the month in which such Monthly Payments are due, then
          not
          later than seven (7) Business Days after written notice to the Company
          by the
          Purchaser (and at the Purchaser’s sole option), the Company, shall repurchase
          such Mortgage Loan from the Purchaser pursuant to the repurchase provisions
          contained in Subsection 3.03. However, if the Company provides evidence
          satisfactory to the Purchaser that the delinquency was due to a servicing
          set up
          error, no repurchase shall be required. 

        
 

        ARTICLE
          III

        


        REPRESENTATIONS
          AND WARRANTIES OF

        THE
          COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

        


        Section
          3.01 Representations
          and Warranties of the Company.
          

        


        The
          Company represents, warrants and covenants to the Purchaser that, as of
          the
          related Closing Date or as of such date specifically provided
          herein:

        


        (a)
          The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its organization and has all licenses necessary
          to carry
          out its business as now being conducted, and is licensed and qualified
          to
          transact business in and is in good standing under the laws of each state
          in
          which any Mortgaged Property is located or is otherwise exempt under applicable
          law from such licensing or qualification or is otherwise not required under
          applicable law to effect such licensing or qualification and no demand
          for such
          licensing or qualification has been made upon the Company by any such state,
          and
          in any event the Company is in material compliance with the laws of any
          such
          state to the extent necessary to ensure the enforceability of each Mortgage
          Loan
          and the servicing of the Mortgage Loans in accordance with the terms of
          this
          Agreement;

         

        (b)
          The
          Company has adequate power and authority and legal right to hold each Mortgage
          Loan, to sell each Mortgage Loan and to execute, deliver and perform, and
          to
          enter into and consummate all transactions contemplated by this Agreement
          and
          the related Term Sheet. The Company has duly authorized the execution,
          delivery
          and performance of this Agreement and the related Term Sheet and any agreements
          contemplated hereby, has duly executed and delivered this Agreement and
          the
          related Term Sheet, and any agreements contemplated hereby, and, assuming
          due
          authorization, execution and delivery by the Purchaser, this Agreement
          and the
          related Term Sheet and each Assignment to the Purchaser and any agreements
          contemplated hereby, constitutes a legal, valid and binding obligation
          of the
          Company, enforceable against it in accordance with its terms, except as
          enforceability thereof may be limited by bankruptcy, insolvency or
          reorganization; 

        (c)
          Neither the execution and delivery of this Agreement and the related Term
          Sheet,
          nor the origination or purchase of the Mortgage Loans by the Company, the
          sale
          of the Mortgage Loans to the Purchaser, the consummation of the transactions
          contemplated hereby, or the fulfillment of or compliance with the terms
          and
          conditions of this Agreement and the related Term Sheet will violate the
          Company's charter or by-laws or constitute a default under or result in
          a
          material breach or acceleration of any material agreement or instrument
          to which
          the Company is now a party or by which it is bound, or result in the material
          violation of any law, rule, regulation, order, judgment or decree to which
          the
          Company or its properties are subject, or impair the ability of the Purchaser
          to
          enforce its rights under the Mortgage Loans.

        


        (d)
          There
          is no action, suit, proceeding or investigation pending or, to the best
          of the
          Company’s knowledge, threatened against the Company, or any order or decree
          outstanding, with respect to the Company which, either in any one instance
          or in
          the aggregate, could reasonably be expected to have a material adverse
          effect on
          the financial condition of the Company or seeks to prevent the consummation,
          performance or enforceability of any of the transactions contemplated by
          this
          Agreement.

        


        (e)
          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 related Term Sheet,
          or
          the consummation of the transactions contemplated by this Agreement or
          the
          related Term Sheet, except for consents, approvals, authorizations and
          orders
          which have been obtained;

        


        (f)
          The
          consummation of the transactions contemplated by this Agreement or the
          related
          Term Sheet is in the ordinary course of business of the Company, and the
          transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
          by
          the Company pursuant to this Agreement or the related Term Sheet are not
          subject
          to bulk transfer or any similar statutory provisions in effect in any applicable
          jurisdiction;

        


        (g)
          The
          origination and servicing practices used by the Company and any prior originator
          or servicer with respect to each Mortgage Note and Mortgage have been legal
          and
          in accordance with applicable laws and regulations and the Mortgage Loan
          Documents, and in all material respects proper and prudent in the mortgage
          origination and servicing business. Each
          Mortgage Loan is being (and has been) serviced in accordance with Accepted
          Servicing Practices and applicable state and federal laws, including, without
          limitation, the Federal Truth-In-Lending Act and other consumer protection
          laws,
          real estate settlement procedures, usury, equal credit opportunity and
          disclosure laws. With
          respect to escrow deposits and payments that the Company, on behalf of
          an
          investor, is entitled to collect, all such payments are in the possession
          of, or
          under the control 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 and the provisions of the related Mortgage Note and Mortgage.
          As to
          any Mortgage Loan that is the subject of an escrow, escrow of funds is
          not
          prohibited by applicable law and has been established in an amount sufficient
          to
          pay for every escrowed item that remains unpaid and has been assessed but
          is not
          yet due and payable. No escrow deposits or other charges or payments due
          under
          the Mortgage Note have been capitalized under any Mortgage or the related
          Mortgage Note;

        


        (h)
          The
          Company used no selection procedures that identified the Mortgage Loans
          as being
          less desirable or valuable than other comparable mortgage loans in the
          Company's
          portfolio at the related Cut-off Date; 

        


        (i)
          The
          Company will treat the sale of the Mortgage Loans to the Purchaser as a
          sale for
          reporting and accounting purposes and, to the extent appropriate, for federal
          income tax purposes; 

        


        (j)
          The
          Company is an approved seller/servicer of residential mortgage loans for
          Fannie
          Mae, FHLMC and HUD, with such facilities, procedures and personnel necessary
          for
          the sound servicing of such mortgage loans. The Company is duly qualified,
          licensed, registered and otherwise authorized under all applicable federal,
          state and local laws, and regulations, if applicable, meets the minimum
          capital
          requirements set forth by the OTS, and is in good standing to sell mortgage
          loans to and service mortgage loans for Fannie Mae and FHLMC and no event
          has
          occurred which would make the Company unable to comply with eligibility
          requirements or which would require notification to either Fannie Mae or
          FHLMC;


        


        (k)
          The
          Company does not believe, nor does it have any cause or reason to believe,
          that
          it cannot perform each and every covenant contained in this Agreement or
          the
          related Term Sheet. 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 with the intent to hinder, delay or defraud any of the
          Company's creditors;

        


        (l)
          No
          statement, tape, diskette, form, report or other document prepared by,
          or on
          behalf of, the Company pursuant to this Agreement or the related Term Sheet
          or
          in connection with the transactions contemplated hereby, contains or will
          contain any statement that is or will be inaccurate or misleading in any
          material respect;

        


        (m)
          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. In the opinion of the Company, the consideration received
          by
          the Company upon the sale of the Mortgage Loans to the Purchaser under
          this
          Agreement and the related Term Sheet constitutes fair consideration for
          the
          Mortgage Loans under current market conditions. 

        


        (n)
          The
          Company has delivered to the Purchaser financial statements of its parent,
          for
          its last two complete fiscal years as requested. All such financial information
          fairly presents the pertinent results of operations and financial position
          for
          the period identified and has been prepared in accordance with GAAP throughout
          the periods involved, except as set forth in the notes thereto. There has
          been
          no change in the business, operations, financial condition, properties
          or assets
          of the Company since the date of the Company’s financial information that would
          have a material adverse effect on its ability to perform its obligations
          under
          this Agreement; and

        


        (o)
          The
          Company has not dealt with any broker, investment banker, agent or other
          person
          that may be entitled to any commission or compensation in connection with
          the
          sale of the Mortgage Loans.

        


        Section
          3.02 Representations
          and Warranties as to Individual Mortgage Loans.

        


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

        


          
          (a)
The
          information set forth in the Mortgage Loan Schedule attached to the related
          Term
          Sheet is true, complete and correct in all material respects as of the
          related
          Cut-Off Date;

        


        (b)
          The
          Mortgage is a valid, existing and enforceable first lien or a first priority
          ownership interest in an estate in fee simple in real property on the Mortgaged
          Property securing the related Mortgage Note subject to principles of equity,
          bankruptcy, insolvency and other laws of general application affecting
          the
          rights of creditors;

        


        (c)
          All
          payments due prior to the related Cut-off Date for such Mortgage Loan have
          been
          made; there are no material defaults under the terms of the Mortgage Loan;
          the
          Company has not advanced its own funds, or induced, solicited or knowingly
          received any advance of funds from a party other than the owner of the
          related
          Mortgaged Property, directly or indirectly, for the payment of any amount
          required by the Mortgage Loan. All of the Mortgage Loans will have an actual
          interest paid to date of their related Cut-off Date (or later) and will
          be due
          for the scheduled monthly payment next succeeding the Cut-off Date (or
          later),
          as evidenced by a posting to the Company's servicing collection system.
          No
          payment under any Mortgage Loan is delinquent nor has any scheduled payment
          been
          delinquent at any time during the twelve (12) months prior to the month
          of the
          related Closing Date. For purposes of this paragraph, a Mortgage Loan will
          be
          deemed delinquent if any payment due thereunder was not paid by the Mortgagor
          in
          the month such payment was due;

        


        (d)
          There
          are no defaults by the Company in complying with the terms of the Mortgage,
          and
          all taxes, governmental assessments, insurance premiums, water, sewer and
          municipal charges, leasehold payments or ground rents which previously
          became
          due and owing have been paid, or escrow funds have been established in
          an amount
          sufficient to pay for every such escrowed item which remains unpaid and
          which
          has been assessed but is not yet due and payable;

        


        (e)
          The
          terms of the Mortgage Note and the Mortgage have not been impaired, waived,
          altered or modified in any respect, except by written instruments which
          have
          been recorded to the extent any such recordation is required by law, or,
          necessary to protect the interest of the Purchaser. No instrument of waiver,
          alteration or modification has been executed except in connection with
          a
          modification agreement and which modification agreement is part of the
          Mortgage
          File and the terms of which are reflected in the related Mortgage Loan
          Schedule,
          and no Mortgagor has been released, in whole or in part, from the terms
          thereof
          except in connection with an assumption agreement and which assumption
          agreement
          is part of the Mortgage File and the terms of which are reflected in the
          related
          Mortgage Loan Schedule; the substance of any such waiver, alteration or
          modification has been approved by the issuer of any related Primary Mortgage
          Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance
          policy, to the extent required by the related policies;

        


        (f)
          The
          Mortgage Note and the Mortgage are 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 the Mortgage
          Note or
          Mortgage unenforceable, in whole or in part, or subject to any right of
          rescission, set-off, counterclaim or defense, including the defense of
          usury,
          and no such right of rescission, set-off, counterclaim or defense has been
          asserted with respect thereto;

        


        (g)
          All
          buildings or other customarily insured improvements upon the Mortgaged
          Property
          are insured by a Qualified Insurer, against loss by fire, hazards of extended
          coverage and such other hazards as are provided for in the Fannie Mae or
          FHLMC
          Guide, as well as all additional requirements set forth in Section 4.10
          of this
          Agreement. All such insurance policies are in full force and effect and
          contain
          a standard mortgagee clause naming the Company and its successors in interest
          and assigns as loss payee and such clause is still in effect and all premiums
          due thereon have been paid. If required by the Flood Disaster Protection
          Act of
          1973, as amended, the Mortgage Loan is covered by a flood insurance policy
          meeting the requirements of the current guidelines of the Federal Insurance
          Administration which policy conforms to Fannie Mae or FHLMC requirements,
          as
          well as all additional requirements set forth in Section 4.10 of this Agreement.
          Such policy was issued by a Qualified Insurer. The Mortgage obligates the
          Mortgagor thereunder to maintain all such insurance at the Mortgagor's
          cost and
          expense, and on the Mortgagor's failure to do so, authorizes the holder
          of the
          Mortgage to maintain such insurance at the Mortgagor's cost and expense
          and to
          seek reimbursement therefor from the Mortgagor. Neither the Company (nor
          any
          prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor
          has
          engaged in any act or omission which has impaired or would impair the coverage
          of any such policy, the benefits of the endorsement provided for therein,
          or the
          validity and binding effect of either;

        


        (h)
          Each
Mortgage
          Loan complies with, and the Company has complied with, applicable local,
          state
          and federal laws, regulations and other requirements including, without
          limitation, usury, equal credit opportunity, real estate settlement procedures,
          the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory
          and abusive lending laws and consummation of the transactions contemplated
          hereby, including without limitation, the receipt of interest by the owner
          of
          such Mortgage Loan, will not involve the violation of any such laws, rules
          or
          regulations. None of the Mortgage Loans are (a) Mortgage Loans subject
          to 12 CFR
          Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation
          implementing TILA, which implements the Home Ownership and Equity Protection
          Act
          of 1994, as amended, or (b) except as may be provided in subparagraph (c)
          below,
          classified and/or defined, as a “high cost”, “threshold”, “predatory” “high risk
          home loan” or “covered” loan (or a similarly classified loan using different
          terminology under a law imposing additional legal liability for mortgage
          loans
          having high interest rates, points and or/fees) under any other applicable
          state, federal or local law including, but not limited to, the States of
          Georgia, New York, North Carolina, Arkansas, Kentucky or New Mexico, (c)
          Mortgage Loans subject to the New Jersey Home Ownership Security Act of
          2002
          (the “Act”), unless such Mortgage Loan is a (1) “Home Loan” as defined in the
          Act that is a first lien Mortgage Loan, which is not a “High Cost Home Loan” as
          defined in the Act or (2) “Covered Home Loan” as defined in the Act that is a
          first lien purchase money Mortgage Loan, which is not a High Cost Home
          Loan
          under the Act, or (d) secured by Mortgaged Property in the Commonwealth
          of
          Massachusetts with a loan application date on or after November 7, 2004
          that
          refinances a mortgage loan that is less than sixty (60) months old, unless
          such
          Mortgage Loan (1) is on an investment property, (ii) meets the requirements
          set
          forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
          (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c). In addition
          to and notwithstanding anything to the contrary herein, no Mortgage Loan
          for
          which the Mortgaged Property is located in New Jersey is a Home Loan as
          defined
          in the Act that was made, arranged, or assigned by a person selling either
          a
          manufactured home or home improvements to the Mortgaged Property or was
          made by
          an originator to whom the Mortgagor was referred by any such seller. The
          Company
          shall maintain in its possession, available for the Purchaser’s inspection, as
          appropriate, and shall deliver to the Purchaser or its designee upon demand,
          evidence of compliance with all such requirements;
          

        


        (i)
          The
          Mortgage has not been satisfied, canceled or subordinated, in whole or
          in part,
          or rescinded, 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.
          The
          Company has not waived the performance by the Mortgagor of any action,
          if the
          Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
          in default, nor has the Company waived any default resulting from any action
          or
          inaction by the Mortgagor;

        


        (j)
          The
          Mortgage is a valid, existing, enforceable and perfected first lien on
          the
          Mortgaged Property, including all improvements securing the Mortgage Note's
          original principal balance subject to principles of equity, bankruptcy,
          insolvency and other laws of general application affecting the rights of
          creditors. The Mortgage and the Mortgage Note do not contain any evidence
          of any
          other security interest or other interest or right thereto. Such lien is
          free
          and clear of all adverse claims, liens and encumbrances having priority
          over the
          first lien of the Mortgage subject only to (1) the lien of non-delinquent
          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 which are acceptable
          to
          mortgage lending institutions generally and either (A) which are referred
          to in
          the lender’s title insurance policy delivered to the originator or otherwise
          considered in the appraisal made for the originator of the Mortgage Loan,
          or (B)
          which do not adversely affect the residential use or Appraised Value of
          the
          Mortgaged Property as set forth in such appraisal, and (3) other matters
          to
          which like properties are commonly subject which do not, individually or
          in the
          aggregate, 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, existing, enforceable and perfected
          first
          lien and first priority security interest on the property described therein,
          and
          the Company has the full right to sell and assign the same to the
          Purchaser;

        


        (k)
          The
          Mortgage Note and the related Mortgage are original and genuine and each
          is the
          legal, valid and binding obligation of the maker thereof, enforceable in
          accordance with its terms subject to principles of equity, bankruptcy,
          insolvency and other laws of general application affecting the rights of
          creditors, and the Company has taken all action necessary to transfer such
          rights of enforceability to the Purchaser (as applicable). All parties
          to the
          Mortgage Note and the Mortgage had the legal capacity to enter into the
          Mortgage
          Loan and to execute and deliver the Mortgage Note and the Mortgage. The
          Mortgage
          Loan Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage
          Note and the Mortgage have been duly and properly executed by such parties.
          No
          fraud, error, omission, misrepresentation, negligence or similar occurrence
          with
          respect to a Mortgage Loan has taken place on the part of the Company or
          the
          Mortgagor, or on the part of any other party involved in the origination
          or
          servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have
          been
          fully disbursed and there is no requirement for future advances thereunder,
          and
          any and all requirements as to completion of any on-site or off-site
          improvements and as to disbursements of any escrow funds therefor have
          been
          complied with. All costs, fees and expenses incurred in making or closing
          the
          Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
          is
          not entitled to any refund of any amounts paid or due under the Mortgage
          Note or
          Mortgage;

        


        (l)
          The
          Company is the sole owner and holder of the Mortgage Loan and the indebtedness
          evidenced by the Mortgage Note, and had full right to transfer and sell
          the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          participation interests, lien, pledge, charge, claim or security interest.
          Upon
          the sale of the Mortgage Loan to the Purchaser, the Company will retain
          the
          Mortgage File or any part thereof with respect thereto not delivered to
          the
          Purchaser or the Purchaser’s designee in trust only for the purpose of servicing
          and supervising the servicing of the Mortgage Loan. Immediately prior to
          the
          transfer and assignment to the Purchaser, the Mortgage Loan, including
          the
          Mortgage Note and the Mortgage, were not subject to an assignment, sale
          or
          pledge to any person other than the Purchaser, and the Company had good
          and
          marketable title to and was the sole owner thereof. Following the sale
          of the
          Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
          of any
          encumbrance, equity, participation interest, lien, pledge, charge, claim
          or
          security interest. The Company intends to relinquish all rights to possess,
          control and monitor the Mortgage Loan, except for purposes of servicing
          the
          Mortgage Loan as set forth in this Agreement. After the related Closing
          Date,
          the Company will not have any right to modify or alter the terms of the
          sale of
          the Mortgage Loan and the Company will not have any obligation or right
          to
          repurchase the Mortgage Loan or substitute another Mortgage Loan, except
          as
          provided in this Agreement, or as otherwise agreed to by the Company and
          the
          Purchaser;

        


        (m)
          Each
          Mortgage Loan is covered by an ALTA lender's title insurance policy or
          other
          generally acceptable form of policy or insurance acceptable to Fannie Mae
          or
          FHLMC (including adjustable rate endorsements), issued by a title insurer
          acceptable to Fannie Mae or FHLMC and qualified to do business in the
          jurisdiction where the Mortgaged Property is located, insuring (subject
          to the
          exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
          and assigns, as to the first priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan and, with respect to adjustable rate
          Mortgage Loans, against any loss by reason of the invalidity or unenforceability
          of the lien resulting from the provisions of the Mortgage providing for
          adjustment in the Mortgage Interest Rate and Monthly Payment. Where required
          by
          state law or regulation, the Mortgagor has been given the opportunity to
          choose
          the carrier of the required mortgage title insurance. The Company, its
          successors and assigns, is the sole insured of such lender's title insurance
          policy, such title insurance policy has been duly and validly endorsed
          to the
          Purchaser (to the extent necessary) or the assignment to the Purchaser
          of the
          Company's interest therein does not require the consent of or notification
          to
          the insurer and such lender's title insurance policy is in full force and
          effect
          and will be in full 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 or servicer of the related
          Mortgage,
          including the Company, nor any Mortgagor, has done, by act or omission,
          anything
          which would impair the coverage of such lender's title insurance
          policy;

        


        (n)
          There
          is no default, breach, violation or event of acceleration existing under
          the
          Mortgage or the related 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 any prior mortgagee, has waived any default, breach, violation
          or event of acceleration;

        


        (o)
          There
          are no mechanics' or similar liens or claims which have been filed for
          work,
          labor or material (and no rights are outstanding that under law could give
          rise
          to such liens) affecting the related Mortgaged Property which are or may
          be
          liens prior to or equal to the lien of the related Mortgage;

        


        (p)
          All
          improvements subject to the Mortgage which were considered in determining
          the
          appraised value of the Mortgaged Property lie wholly within the boundaries
          and
          building restriction lines of the Mortgaged Property (and wholly within
          the
          project with respect to a condominium unit) and no improvements on adjoining
          properties encroach upon the Mortgaged Property except those which are
          insured
          against by the title insurance policy referred to in clause (m) above and
          all
          improvements on the property comply with all applicable zoning and subdivision
          laws and ordinances;

        


        (q)
          Each
          Mortgage Loan was originated by or for the Company pursuant to, and conforms
          with, the Company’s underwriting guidelines attached as Exhibit
          H
          hereto.
          The Mortgage Loan bears interest at an adjustable rate (if applicable)
          as set
          forth in the related Mortgage Loan Schedule, and Monthly Payments under
          the
          Mortgage Note are due and payable on the first day of each month. The Mortgage
          contains the usual and enforceable provisions of the Company at the time
          of
          origination for the acceleration of the payment of the unpaid principal
          amount
          of the Mortgage Loan if the related Mortgaged Property is sold without
          the prior
          consent of the mortgagee thereunder;

        


        (r)
          The
          Mortgaged Property is not subject to any material damage. At origination
          of the
          Mortgage Loan there was not, since origination of the Mortgage Loan there
          has
          not been, and there currently is no proceeding pending for the total or
          partial
          condemnation of the Mortgaged Property. The Company has not received
          notification that any such proceedings are scheduled to commence at a future
          date;

        


        (s)
          The
          related 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, (1) in the case of a Mortgage designated as a deed of trust,
          by
          trustee's sale, and (2) otherwise by judicial foreclosure. There is no
          homestead
          or other exemption available to the Mortgagor which would interfere with
          the
          right to sell the Mortgaged Property at a trustee's sale or the right to
          foreclose the Mortgage;

        


        (t)
          If
          the Mortgage constitutes a deed of trust, a trustee, authorized and duly
          qualified if required under applicable law to act as such, has been properly
          designated and currently so serves and is named in the Mortgage, and no
          fees or
          expenses, except as may be required by local law, are or will become payable
          by
          the Purchaser to the trustee under the deed of trust, except in connection
          with
          a trustee's sale or attempted sale after default by the Mortgagor;

        


        (u)
          The
          Mortgage File contains an appraisal of the related Mortgaged Property signed
          prior to the final approval of the mortgage loan application by a Qualified
          Appraiser, approved by the Company, 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 appraiser both satisfy the requirements of
          Fannie
          Mae or FHLMC and Title XI of the FIRREA and the regulations promulgated
          thereunder, all as in effect on the date the Mortgage Loan was originated.
          The
          appraisal is in a form acceptable to Fannie Mae or FHLMC;

        


        (v)
          All
          parties which have had any interest in the Mortgage, whether as mortgagee,
          assignee, pledgee or otherwise, are (or, during the period in which they
          held
          and disposed of such interest, were) (A) in compliance with any and all
          applicable licensing requirements of the laws of the state wherein the
          Mortgaged
          Property is located, and (B) (1) organized under the laws of such state,
          or (2)
          qualified to do business in such state, or (3) federal savings and loan
          associations or national banks or a Federal Home Loan Bank or savings bank
          having principal offices in such state, or (4) not doing business in such
          state;

        


        (w)
          The
          related Mortgage Note is not and has not been secured by any collateral
          except
          the lien of the corresponding Mortgage and the security interest of any
          applicable security agreement or chattel mortgage referred to above and
          such
          collateral does not serve as security for any other obligation;

        


        (x)
          The
          Mortgagor has received and has executed, where applicable, all disclosure
          materials required by applicable law with respect to the making of such
          mortgage
          loans;

        


        (y)
          The
          Mortgage Loan does not contain balloon or "graduated payment" features
          and no
          Mortgage Loan is subject to a buydown agreement or contains any buydown
          provision;

        


        (z)
          The
          Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and
          the
          Company has no knowledge of any circumstances or conditions with respect
          to the
          Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
          standing that could reasonably be expected to cause investors to regard
          the
          Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to
          become
          delinquent, or materially adversely affect the value or marketability of
          the
          Mortgage Loan;

        


        (aa)
          Each
          Mortgage Loan bears interest based upon a thirty (30) day month and a three
          hundred and sixty (360) day year. The Mortgage Loans have an original term
          to
          maturity of not more than forty (40) 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 Margin; provided, that the Mortgage
          Interest Rate, on each applicable Adjustment Date, will not increase by
          more
          than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the
          term of
          each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
          exceed
          such Mortgage Loan's Lifetime Rate Cap. Unless indicated on the related
          Mortgage
          Loan Schedule, none of the Mortgage Loans are “interest-only”
          Mortgage Loans or “negative amortization” Mortgage Loans.
          With
          respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires
          a
          monthly payment which is suffi-cient (a) during the period prior to the
          first
          adjust-ment to the Mortgage Interest Rate, to fully amortize the original
          principal balance over the original term thereof and to pay interest at
          the
          related Mortgage Interest Rate, and (b) during the period following each
          Adjust-ment Date, 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. With respect to
          each
          adjustable rate Mortgage Loan, the Mortgage Note provides that when the
          Mortgage
          Interest Rate changes on an Adjustment Date, the then outstanding principal
          balance will be reamortized over the remaining life of the Mortgage Loan.
          Unless
          indicated on the related Mortgage Loan Schedule, no Mortgage Loan contains
          terms
          or provi-sions which would result in negative amortization. None of the
          Mortgage
          Loans contain a conversion feature which would cause the Mortgage Interest
          Rate
          to convert to a fixed interest rate. None of the Mortgage Loans are considered
          agricultural loans; 

        


        (bb)
          (INTENTIONALLY LEFT BLANK)

        


        (cc)
          (INTENTIONALLY LEFT BLANK)

        


        (dd)
          (INTENTIONALLY LEFT BLANK)

         

        (ee)
          (INTENTIONALLY LEFT BLANK) 

        


        (ff)
          (INTENTIONALLY LEFT BLANK)

        


        (gg)
          (INTENTIONALLY LEFT BLANK)

        


        (hh)
          In
          the event the Mortgage Loan had an LTV at origination greater than 80.00%,
          the
          excess of the principal balance of the Mortgage Loan over 75.0% of the
          Appraised
          Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan,
          or
          the lesser of the Appraised Value or the Sales Price of the Mortgaged Property
          with respect to a purchase money Mortgage Loan was insured as to payment
          defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer.
          Any Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy
          or a
          Primary Mortgage Insurance Policy that is also subject to the Company’s captive
          reinsurance agreement with the applicable insurer shall remain subject
          to such
          captive reinsurance agreement between the Company and the applicable insurer,
          provided that such insurer is a Qualified Insurer. Unless otherwise indicated
          on
          the related Mortgage Loan Schedule, no Mortgage Loan has an LTV over 95%.
          All
          provisions of such Primary Mortgage Insurance Policy have been and are
          being
          complied with, such policy is in full force and effect, and all premiums
          due
          thereunder have been paid. No Mortgage Loan requires payment of such premiums,
          in whole or in part, by the Purchaser. No action, inaction, or event has
          occurred and no state of facts exists that has, or will result in the exclusion
          from, denial of, or defense to coverage. Any Mortgage Loan subject to a
          Primary
          Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
          the
          Primary Mortgage Insurance Policy, subject to state and federal law, and
          to pay
          all premiums and charges in connection therewith. No action has been taken
          or
          failed to be taken, on or prior to the Closing Date which has resulted
          or will
          result in an exclusion from, denial of, or defense to coverage under any
          Primary
          Mortgage Insurance Policy (including, without limitation, any exclusions,
          denials or defenses which would limit or reduce the availability of the
          timely
          payment of the full amount of the loss otherwise due thereunder to the
          insured)
          whether arising out of actions, representations, errors, omissions, negligence,
          or fraud of the Company or the Mortgagor, or for any other reason under
          such
          coverage. The Mortgage Interest Rate for the Mortgage Loan as set forth
          on the
          related Mortgage Loan Schedule is net of any such insurance premium. Unless
          otherwise indicated on the related Mortgage Loan Schedule, none of the
          Mortgage
          Loans are subject to “lender-paid”
          mortgage insurance.
          Any
          Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy obligates
          the Company to maintain the Lender Primary Mortgage Insurance Policy and
          to pay
          all premiums and charges in connection therewith;

        


        (ii)
          The
          Assignment is in recordable form and is acceptable for recording under
          the laws
          of the jurisdiction in which the Mortgaged Property is located;

        


        (jj)
          None
          of the Mortgage Loans are secured by an interest in a leasehold estate.
          The
          Mortgaged Property is located in the state identified in the related Mortgage
          Loan Schedule and consists of a single parcel of real property with a detached
          single family residence erected thereon, or a townhouse, or a two-to four-family
          dwelling, or an individual condominium unit in a condominium project, or
          an
          individual unit in a planned unit development or a de minimis planned unit
          development; provided, however, that no residence or dwelling is a single
          parcel
          of real property with a manufactured home not affixed to a permanent foundation,
          or a mobile home. Any
          condominium unit or planned unit development conforms with the Company’s
          underwriting guidelines. As
          of the
          Origination Date, no portion of any Mortgaged Property was used for commercial
          purposes, and since the Origination Date, no portion of any Mortgaged Property
          has been, or currently is, used for commercial purposes;

        


        (kk)
          Payments on the Mortgage Loan commenced no more than sixty (60) days after
          the
          funds were disbursed in connection with the Mortgage Loan. Each of the
          Mortgage
          Loans will amortize fully by the stated maturity date;

        


        (ll)
          The
          Mortgage Property was lawfully occupied under applicable law, and all
          inspections, licenses and certificates required to be made or issued with
          respect to all occupied portions of the Mortgaged Property and, with respect
          to
          the use and occupancy of the same, including but not limited to certificates
          of
          occupancy and fire underwriting certificates, have been made or obtained
          from
          the appropriate authorities;

        


        (mm)
          There is no pending action or proceeding directly involving the Mortgaged
          Property in which compliance with any environmental law, rule or regulation
          is
          an issue; there is no violation of any environmental law, rule or regulation
          with respect to the Mortgaged Property; and the Company has not received
          any
          notice of any environmental hazard on the Mortgaged Property and 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)
          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 of 2004;

        


        (oo)
          No
          Mortgage Loan is a construction or rehabilitation Mortgage Loan or was
          made to
          facilitate the trade-in or exchange of a Mortgaged Property;

        


        (pp) The
          Mortgagor for each Mortgage Loan is a natural person;

        


        (qq) None
          of
          the Mortgage Loans are Co-op Loans; 

        


        (rr)
           With
          respect to each Mortgage Loan that has a prepayment penalty feature, each
          such
          prepayment penalty is enforceable and will be enforced by the Company and
          each
          prepayment penalty is permitted pursuant to federal, state and local law.
          No
          Mortgage Loan will impose a prepayment penalty for a term in excess of
          five
          years from the date such Mortgage Loan was originated. Except as otherwise
          set
          forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan
          that
          contains a prepayment penalty, such prepayment penalty is at least equal
          to the
          lesser of (A) the maximum amount permitted under applicable law and (B)
          six
          months interest at the related Mortgage Interest Rate on the amount prepaid
          in
          excess of 20% of the original principal balance of such Mortgage
          Loan;

        


        (ss)
           With
          respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
          Property securing such Mortgage Loan was at least equal to 80 percent of
          the
          original principal balance of such Mortgage Loan at the time such Mortgage
          Loan
          was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
          Property and (b) substantially all of the proceeds of such Mortgage Loan
          were
          used to acquire or to improve or protect the Mortgage Property. For the
          purposes
          of the preceding sentence, if the Mortgage Loan has been significantly
          modified
          other than as a result of a default or a reasonable foreseeable default,
          the
          modified Mortgage Loan will be viewed as having been originated on the
          date of
          the modification;

        


        (tt)
          The
          Mortgage Loan was originated by a mortgagee approved by the Secretary of
          HUD
          pursuant to Sections 203 and 211 of the National Housing Act, a savings
          and loan
          association, a savings bank, a commercial bank, credit union, insurance
          company
          or similar institution which is supervised and examined by a federal or
          state
          authority; 

        


        (uu)
          None
          of the Mortgage Loans are simple interest Mortgage Loans and none of the
          Mortgaged Properties are timeshares; 

        


        (vv)
          All
          of the terms of the Mortgage pertaining to interest rate adjustments, payment
          adjustments and adjustments of the outstanding principal balance are
          enforceable, all such adjustments have been properly made, including the
          mailing
          of required notices, and such adjustments do not and will not affect the
          priority of the Mortgage lien. With respect to each Mortgage Loan which
          has
          passed its initial Adjustment Date, the Company has performed an audit
          of the
          Mortgage Loan to determine whether all interest rate adjustments have been
          made
          in accordance with the terms of the Mortgage Note and Mortgage;

        


        (ww)
          Each
          Mortgage Note, each Mortgage, each Assignment and any other documents required
          pursuant to this Agreement to be delivered to the Purchaser or its designee,
          or
          its assignee for each Mortgage Loan, have been, on or before the related
          Closing
          Date, delivered to the Purchaser or its designee, or its assignee;

        


        (xx)
          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;

        


        (yy)
          No
          proceeds from any Mortgage Loan were used to finance single-premium credit
          insurance policies;

        


        (zz)
          No
          Mortgagor was encouraged or required to select a Mortgage Loan product
          offered
          by the Mortgage Loan’s originator which is a higher cost product designed for
          less creditworthy Mortgagors, unless at the time of the Mortgage Loan’s
          origination, such Mortgagor did not qualify taking into account credit
          history
          and debt-to-income ratios for a lower-cost credit product then offered
          by the
          Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
          If, at the time of loan application, the Mortgagor may have qualified for
          a
          lower-cost credit product then offered by any mortgage lending affiliate
          of the
          Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
          Mortgagor’s application to such affiliate for underwriting
          consideration;

        


        (aaa)
          The methodology used in underwriting the extension of credit for each Mortgage
          Loan employs objective mathematical principles which relate the Mortgagor’s
          income, assets and liabilities (except for any Mortgage Loan which does
          not
          require statement of income or assets) to the proposed payment and such
          underwriting methodology does not rely on the extent of the Mortgagor’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 Mortgagor had a reasonable ability
          to
          make timely payments on the Mortgage Loan;

         

        (bbb)
          With respect to any Mortgage Loan that contains a provision permitting
          imposition of a premium upon a prepayment prior to maturity: (i) prior
          to the
          loan’s origination, the Mortgagor agreed to such premium in exchange for a
          monetary benefit, including but not limited to a rate or fee reduction,
          (ii)
          prior to the loan’s origination, the Mortgagor was offered the option of
          obtaining a mortgage loan that did not require payment of such a premium,
          (iii)
          the prepayment premium is disclosed to the Mortgagor in the loan documents
          pursuant to applicable state and federal law, and (iv) notwithstanding
          any state
          or federal law to the contrary, the Company shall not impose such prepayment
          premium in any instance when the Mortgage is accelerated as the result
          of the
          Mortgagor’s default in making the loan payments;

         

        (ccc)
          No Mortgagor was required to purchase any credit life, disability, accident
          or
          health insurance product as a condition of obtaining the extension of credit.
          No
          Mortgagor obtained a prepaid single-premium credit life, disability, accident
          or
          health insurance policy in connection with the origination of the Mortgage
          Loan;


         

        (ddd)
          The
          Company will
          transmit full-file credit reporting data for each Mortgage Loan pursuant
          to the
          Fannie Mae Selling Guide and that for each Mortgage Loan, the Company agrees
          it
          shall report one of the following statuses each month as follows: new
          origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed,
          or
          charged-off;

         

        (eee)
          With
          respect to any Mortgage Loan originated on or after August 1, 2004, 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;

        


        (fff)
          No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of
          Massachusetts with a loan application date on or after November 7, 2004
          that
          refinances a mortgage loan that is less than sixty (60) months old, unless
          such
          Mortgage Loan (1) is on an investment property, (ii) meets the requirements
          set
          forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
          (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c); 

        


        (ggg) 
          For any Mortgage Loan with Mortgaged Property located in Texas which is
          a second
          lien and the interest rate is in excess of 10% where terms of the Mortgage
          Note
          contain a provision for which the Mortgagor may be entitled to prepaid
          interest
          upon payoff, no Mortgagor paid any administrative fees, points, or loan
          origination fees which would actually result in any prepaid interest being
          due
          the Mortgagor under the terms of the Mortgage Note; and

         

        (hhh)  
          The Company has complied with all applicable anti-money laundering laws
          and
          regulations, including without limitation the USA Patriot Act of 2001
          (collectively, the Anti-Money Laundering Laws").  The Company has
          established an anti-money laundering compliance program as required by
          the
          Anti-Money Laundering Laws and has conducted the requisite due diligence in
          connection with the origination of each Mortgage Loan for the purposes
          of the
          Anti-Money Laundering Laws.  The Company further represents that it
          takes reasonable efforts to determine whether any Mortgagor appears on any
          list of blocked or prohibited parties designated by the U.S. Department
          of
          Treasury.

        


        Section
          3.03 Repurchase;
          Substitution.

        


        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 and
          delivery
          of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
          inure to the benefit of the Purchaser, notwithstanding any restrictive
          or
          qualified endorsement on any Mortgage Note or Assignment or the examination,
          or
          lack of examination, of any 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 in any Mortgage Loan, the party
          discovering such breach shall give prompt written notice to the other.
          The
          Company shall have a period of sixty (60) days from the earlier of its
          discovery
          or its receipt of notice of any such breach within which to correct or
          cure such
          breach. The Company hereby covenants and agrees that if any such breach
          is not
          corrected or cured within such sixty day period, the Company shall, at
          the
          Purchaser's option and not later than ninety (90) days of its discovery
          or its
          receipt of notice of such breach, repurchase such Mortgage Loan at the
          Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole
          option, substitute a Mortgage Loan as provided below. In the event that
          any such
          breach shall involve any representation or warranty set forth in Section
          3.01,
          and such breach is not cured within sixty (60) days of the earlier of either
          discovery by or notice to the Company of such breach, all Mortgage Loans
          shall,
          at the option of the Purchaser, be repurchased by the Company at the Repurchase
          Price. Any such repurchase shall be accomplished by wire transfer of immediately
          available funds to Purchaser in the amount of the Repurchase Price.

        


        If
          the
          Company is required to repurchase any Mortgage Loan pursuant to this Section
          3.03, the Company may, with the Purchaser's prior consent and at the Purchaser’s
          sole option, within ninety (90) days from the related Closing Date, remove
          such
          defective Mortgage Loan from the terms of this Agreement and substitute
          another
          mortgage loan for such defective Mortgage Loan, in lieu of repurchasing
          such
          defective Mortgage Loan. Any substitute Mortgage Loan is subject to the
          Purchaser acceptability. Any substituted Loans will comply with the
          representations and warranties set forth in this Agreement as of the
          substitution date.

        


        The
          Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
          of the removed Mortgage Loan from this Agreement and the substitution of
          such
          substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
          review the Mortgage File delivered to it relating to the substitute Mortgage
          Loan. In the event of such a substitution, accrued interest on the substitute
          Mortgage Loan for the month in which the substitution occurs and any Principal
          Prepayments made thereon during such month shall be the property of the
          Purchaser and accrued interest for such month on the Mortgage Loan for
          which the
          substitution is made and any Principal Prepayments made thereon during
          such
          month shall be the property of the Company. The principal payment on a
          substitute Mortgage Loan due on the Due Date in the month of substitution
          shall
          be the property of the Company and the principal payment on the Mortgage
          Loan
          for which the substitution is made due on such date shall be the property
          of the
          Purchaser.

        


        For
          any
          month in which the Company is permitted to substitute one or more substitute
          Mortgage Loans, the Company will determine the amount (if any) by which
          the
          aggregate Stated Principal Balance (after application of the principal
          portion
          of all scheduled payments due in the month of substitution) of all the
          substitute Mortgage Loans in the month of substitution is less then the
          aggregate Stated Principal Balance (after application of the principal
          portion
          of the scheduled payment due in the month of substitution) of the such
          replaced
          Mortgage Loan. An amount equal to the aggregate of such deficiencies described
          in the preceding sentence for any Remittance Date shall be deposited into
          the
          Custodial Account by the Company on the related Determination Date in the
          month
          following the calendar month during which the substitution occurred.


        


        It
          is
          understood and agreed that the obligation of the Company set forth in this
          Section 3.03 to cure, repurchase or substitute for a defective Mortgage
          Loan,
          and to indemnify the Purchaser pursuant to Section 8.01, constitute the
          sole
          remedies of the Purchaser respecting a breach of the foregoing representations
          and warranties. If the Company fails to repurchase or substitute for a
          defective
          Mortgage Loan in accordance with this Section 3.03, or fails to cure a
          defective
          Mortgage Loan to the Purchaser's reasonable satisfaction in accordance
          with this
          Section 3.03, or to indemnify the Purchaser pursuant to Section 8.01, that
          failure shall be an Event of Default and the Purchaser shall be entitled
          to
          pursue all remedies available in this Agreement as a result thereof. No
          provision of this paragraph shall affect the rights of the Purchaser to
          terminate this Agreement for cause, as set forth in Sections 10.01 and
          11.01.

        


        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) the earlier of discovery of such breach by the
          Company or notice thereof by the Purchaser to the Company, (ii) failure
          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 that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
          provision of this Agreement, with respect to any Mortgage Loan that is
          not in
          default or as to which no default is imminent, no substitution pursuant
          to
          Subsection 3.03 shall be made after the applicable REMIC's "start up day"
          (as
          defined in Section 860G(a) (9) of the Code), unless the Company has obtained
          an
          Opinion of Counsel to the effect that such substitution will not (i) result
          in
          the imposition of taxes on "prohibited transactions" of such REMIC (as
          defined
          in Section 860F of the Code) or otherwise subject the REMIC to tax, or
          (ii)
          cause the REMIC to fail to qualify as a REMIC at any time.

        


        Section
          3.04 Representations
          and Warranties of the Purchaser.

         

        The
          Purchaser represents, warrants and covenants to the Company that, as of
          the
          related Closing Date or as of such date specifically provided
          herein:

        


        (a)  The
          Purchaser is a corporation, dully organized validly existing and in good
          standing under the laws of the State of Delaware and is qualified to transact
          business in, is in good standing under the laws of, and possesses all licenses
          necessary for the conduct of its business in, each state in which any Mortgaged
          Property is located or is otherwise exempt or not required under applicable
          law
          to effect such qualification or license;

        


        (b)  The
          Purchaser has full power and authority to hold each Mortgage Loan, to purchase
          each Mortgage Loan pursuant to this Agreement and the related Term Sheet
          and to
          execute, deliver and perform, and to enter into and consummate all transactions
          contemplated by this Agreement and the related Term Sheet and to conduct
          its
          business as presently conducted, has duly authorized the execution, delivery
          and
          performance of this Agreement and the related Term Sheet, has duly executed
          and
          delivered this Agreement and the related Term Sheet;

        


        (c) None
          of
          the execution and delivery of this Agreement and the related Term Sheet,
          the
          purchase of the Mortgage Loans, the consummation of the transactions
          contemplated hereby, or the fulfillment of or compliance with the terms
          and
          conditions of this Agreement and the related Term Sheet will conflict with
          any
          of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
          materially conflict with or result in a material breach of any of the terms,
          conditions or provisions
          of any legal restriction or any agreement or instrument to which the Purchaser
          is now a party or by which it is bound, or constitute a default or result
          in an
          acceleration under any of the foregoing, or result in the material violation
          of
          any law, rule, regulation, order, judgment or decree to which the Purchaser
          or
          its property is subject;

        


        (d) There
          is
          no litigation, suit, proceeding or investigation pending or to the best
          of the
          Purchaser’s knowledge, threatened against the Purchaser, or any order or decree
          with respect to the Purchaser which is reasonably likely to have a material
          adverse effect on the purchase of the related Mortgage Loans, the execution,
          delivery or enforceability of this Agreement and the related Term Sheet,
          or
          which is reasonably likely to have a material adverse effect on the financial
          condition of the Purchaser;

        


        (e) No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Purchaser
          of
          or compliance by the Purchaser with this Agreement and the related Term
          Sheet,
          the purchase of the Mortgage Loans or the consummation of the transactions
          contemplated by this Agreement and the related Term Sheet except for consents,
          approvals, authorizations and orders which have been obtained;

        


        (f) The
          consummation of the transactions contemplated by this Agreement and the
          related
          Term Sheet is in the ordinary course of business of the Purchaser;

        


        (h) The
          Purchaser will treat the purchase of the Mortgage Loans from the Company
          as a
          purchase for reporting, tax and accounting purposes; and

        


        (i) The
          Purchaser does not believe, nor does it have any cause or reason to believe,
          that it cannot perform each and every of its covenants contained in this
          Agreement and the related Term Sheet.

        


        The
          Purchaser shall indemnify the Company and hold it harmless against any
          claims,
          proceedings, losses, damages, penalties, fines, forfeitures, reasonable
          and
          necessary legal fees and related costs, judgments, and other costs and
          expenses
          resulting from a breach by the Purchaser of the representations and warranties
          contained in this Section 3.04. It is understood and agreed that the obligations
          of the Purchaser set forth in this Section 3.04 to indemnify the Seller
          as
          provided herein constitute the sole remedies of the Company respecting
          a breach
          of the foregoing representations and warranties.

        


         

        ARTICLE
          IV

        


        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

        


        Section
          4.01 Company
          to Act as Servicer.

        


        The
          Company, as independent contract servicer, shall service and administer
          the
          Mortgage Loans in accordance with this Agreement and the related Term Sheet
          and
          with Accepted Servicing Practices, and shall have full power and authority,
          acting alone, to do or cause to be done any and all things in connection
          with
          such servicing and administration which the Company may deem necessary
          or
          desirable and consistent with the terms of this Agreement and the related
          Term
          Sheet and with Accepted Servicing Practices and exercise the same care
          that it
          customarily employs for its own account. Except as set forth in this Agreement
          and the related Term Sheet, the Company shall service the Mortgage Loans
          in
          strict compliance with the servicing provisions of the Fannie Mae Guides
          (special servicing option), which include, but are not limited to, provisions
          regarding the liquidation of Mortgage Loans, the collection of Mortgage
          Loan
          payments, the payment of taxes, insurance and other charges, the maintenance
          of
          hazard insurance with a Qualified Insurer, the maintenance of mortgage
          impairment insurance, the maintenance of fidelity bond and errors and omissions
          insurance, inspections, the restoration of Mortgaged Property, the maintenance
          of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance
          Policies, insurance claims, the title, management and disposition of REO
          Property, permitted withdrawals with respect to REO Property, liquidation
          reports, and reports of foreclosures and abandonments of Mortgaged Property,
          the
          transfer of Mortgaged Property, the release of Mortgage Files, annual
          statements, and examination of records and facilities. In the event of
          any
          conflict, inconsistency or discrepancy between any of the servicing provisions
          of this Agreement and the related Term Sheet and any of the servicing provisions
          of the Fannie Mae Guides, the provisions of this Agreement and the related
          Term
          Sheet shall control and be binding upon the Purchaser and the Company.
          

        


        Consistent
          with the terms of this Agreement and the related Term Sheet, the Company
          may
          waive, modify or vary any term of any Mortgage Loan or consent to the
          postponement of 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 unless 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 for more than ninety (90) days or forgive any payment of principal
          or
          interest, reduce or increase the outstanding principal balance (except
          for
          actual payments of principal) or change the final maturity date on such
          Mortgage
          Loan. In the event of any such modification which has been agreed to in
          writing
          by the Purchaser and 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 4.04, 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 pursuant
          to
          Section 4.05. Without limiting the generality of the foregoing, the Company
          shall continue, and is hereby authorized and empowered, to prepare, 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. Notwithstanding anything herein to the contrary,
          the
          Company may not enter into a forbearance agreement or similar arrangement
          with
          respect to any Mortgage Loan which runs more than 180 days after the first
          delinquent Due Date. Any such agreement shall be approved by the Purchaser
          and,
          if required, by the Primary Mortgage Insurance Policy insurer and Lender
          Primary
          Mortgage Insurance Policy insurer, if required. 

        


        Notwithstanding
          anything in this Agreement to the contrary, if any Mortgage Loan becomes
          subject
          to a Pass-Through Transfer, the Company (a) with respect to such Mortgage
          Loan,
          shall not permit any modification with respect to such Mortgage Loan that
          would
          change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
          is in
          default with respect to such 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 such Mortgage Loan that would both (i) effect
          an
          exchange or reissuance of such Mortgage Loan under Section 1001 of the
          Code (or
          Treasury regulations promulgated thereunder) and (ii) cause any REMIC to
          fail to
          qualify as a REMIC under the Code or the imposition of any tax on “prohibited
          transactions” or “contributions” after the startup date under the REMIC
          Provisions.

        


        Prior
          to
          taking any action with respect to the Mortgage Loans subject to a Pass-Through
          Transfer, which is not contemplated under the terms of this Agreement,
          the
          Company will obtain an Opinion of Counsel acceptable to the trustee in
          such
          Pass-Through Transfer 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
          actions as to which it has been advised that an Adverse REMIC Event could
          occur.

        


        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 a REMIC will receive a fee or other compensation for
          services nor permit a 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.

        


        In
          servicing and administering the Mortgage Loans, the Company shall employ
          Accepted Servicing Practices, giving due consideration to the Purchaser's
          reliance on the Company. Unless a different time period is stated in this
          Agreement or the related Term Sheet, the Purchaser shall be deemed to have
          given
          consent in connection with a particular matter if the Purchaser does not
          affirmatively grant or deny consent within five (5) Business Days from
          the date
          the Purchaser receives a second written request for consent for such matter
          from
          the Company as servicer. 

        


        The
          Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
          provided that the Subservicer is an entity that engages in the business
          of
          servicing loans, and in either case shall be authorized to transact business,
          and licensed to service mortgage loans, in the state or states where the
          related
          Mortgaged Properties it is to service are situated, if and to the extent
          required by applicable law to enable the Subservicer to perform its obligations
          hereunder and under the Subservicing Agreement, and in either case shall
          be a
          FHLMC or Fannie Mae approved mortgage servicer in good standing, and no
          event
          has occurred, including but not limited to a change in insurance coverage,
          which
          would make it unable to comply with the eligibility requirements for lenders
          imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or
          FHLMC, or
          which would require notification to Fannie Mae or FHLMC. In addition, each
          Subservicer will obtain and preserve its qualifications to do business
          as a
          foreign corporation and its licenses to service mortgage loans, in each
          jurisdiction in which such qualifications and/or licenses are or shall
          be
          necessary to protect the validity and enforceability of this Agreement,
          or any
          of the Mortgage Loans and to perform or cause to be performed its duties
          under
          the related Subservicing Agreement. The Company may perform any of its
          servicing
          responsibilities hereunder or may cause the Subservicer to perform any
          such
          servicing responsibilities on its behalf, but the use by the Company of
          the
          Subservicer shall not release the Company from any of its obligations hereunder
          and the Company shall remain responsible hereunder for all acts and omissions
          of
          the Subservicer as fully as if such acts and omissions were those of the
          Company. The Company shall pay all fees and expenses of the Subservicer
          from its
          own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
          The
          Company shall notify the Purchaser promptly in writing upon the appointment
          of
          any Subservicer.

        


        At
          the
          cost and expense of the Company, without any right of reimbursement from
          the
          Custodial Account, the Company shall be entitled to terminate the rights
          and
          responsibilities of the Subservicer and arrange for any servicing
          responsibilities to be performed by a successor subservicer meeting the
          requirements in the preceding paragraph; provided, however, that nothing
          contained herein shall be deemed to prevent or prohibit the Company, at
          the
          Company's option, from electing to service the related Mortgage Loans itself.
          In
          the event that the Company's responsibilities and duties under this Agreement
          are terminated pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01 and
          if
          requested to do so by the Purchaser, the Company shall at its own cost
          and
          expense terminate the rights and responsibilities of the Subservicer effective
          as of the date of termination of the Company. The Company shall pay all
          fees,
          expenses or penalties necessary in order to terminate the rights and
          responsibilities of the Subservicer from the Company's own funds without
          reimbursement from the Purchaser.

        


        Notwithstanding
          any of the provisions of this Agreement relating to agreements or arrangements
          between the Company and the Subservicer or any reference herein to actions
          taken
          through the Subservicer or otherwise, the Company shall not be relieved
          of its
          obligations to the Purchaser and shall be obligated to the same extent
          and under
          the same terms and conditions as if it alone were servicing and administering
          the Mortgage Loans. The Company shall be entitled to enter into an agreement
          with the Subservicer for indemnification of the Company by the Subservicer
          and
          nothing contained in this Agreement shall be deemed to limit or modify
          such
          indemnification. The Company will indemnify and hold the Purchaser harmless
          from
          any loss, liability or expense arising out of its use of a Subservicer
          to
          perform any of its servicing duties, responsibilities and obligations
          hereunder.

        


        Any
          Subservicing Agreement and any other transactions or services relating
          to the
          Mortgage Loans involving the Subservicer shall be deemed to be between
          the
          Subservicer and the Company alone, and the Purchaser shall have no obligations,
          duties or liabilities with respect to the Subservicer including no obligation,
          duty or liability of the Purchaser to pay the Subservicer's fees and expenses.
          For purposes of distributions and advances by the Company pursuant to this
          Agreement, the Company shall be deemed to have received a payment on a
          Mortgage
          Loan when the Subservicer has received such payment.

        


        Section
          4.02 Collection
          of Mortgage Loan Payments.

        


        Continuously
          from the date hereof until the date each Mortgage Loan ceases to be subject
          to
          this Agreement, the Company will proceed diligently to collect all payments
          due
          under each Mortgage Loan when the same shall become due and payable and
          shall,
          to the extent such procedures shall be consistent with this Agreement,
          Accepted
          Servicing Practices, and the terms and provisions of any related Primary
          Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy,
          follow
          such collection procedures as it follows with respect to mortgage loans
          comparable to the Mortgage Loans and held for its own account. Further,
          the
          Company will take special care in ascertaining and estimating annual escrow
          payments, and all other charges that, as provided in the Mortgage, will
          become
          due and payable, so that the installments payable by the Mortgagors will
          be
          sufficient to pay such charges as and when they become due and
          payable.

        


        In
          no
          event will the Company waive its right to any prepayment penalty or premium
          without the prior written consent of the Purchaser and the Company will
          use
          diligent efforts to collect same when due except as otherwise provided
          in the
          prepayment penalty provisions provided in the Mortgage Loan Documents.
          

        


        Section
          4.03 Realization
          Upon Defaulted Mortgage.

        


        The
          Company shall use its best efforts, consistent with the procedures that
          the
          Company would use in servicing loans for its own account, consistent with
          Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
          Lender
          Primary Mortgage Insurance Policies and the best interest of the Purchaser,
          to
          foreclose upon or otherwise comparably convert the ownership of properties
          securing such of the Mortgage Loans as come into and continue in default
          and as
          to which no satisfactory arrangements can be made for collection of delinquent
          payments pursuant to Section 4.01. Foreclosure or comparable proceedings
          shall
          be initiated within ninety (90) days of default for Mortgaged Properties
          for
          which no satisfactory arrangements can be made for collection of delinquent
          payments, subject to state and federal law and regulation. The Company
          shall use
          its best efforts to realize upon defaulted Mortgage Loans in such manner
          as will
          maximize the receipt of principal and interest by the Purchaser, taking
          into
          account, among other things, the timing of foreclosure proceedings. The
          foregoing is subject to the provisions that, in any case in which a Mortgaged
          Property shall have suffered damage, the Company shall not be required
          to expend
          its own funds toward the restoration of such property unless it shall determine
          in its discretion (i) that such restoration will increase the proceeds
          of
          liquidation of the related Mortgage Loan to the Purchaser after reimbursement
          to
          itself for such expenses, and (ii) that such expenses will be recoverable
          by the
          Company through Insurance Proceeds or Liquidation Proceeds from the related
          Mortgaged Property, as contemplated in Section 4.05. The Company shall
          obtain
          prior approval of the Purchaser as to repair or restoration expenses in
          excess
          of ten thousand dollars ($10,000). The Company shall notify the Purchaser
          in
          writing of the commencement of foreclosure proceedings and not less than
          five
          (5) days prior to the acceptance or rejection of any offer of reinstatement.
          The
          Company shall be responsible for all costs and expenses incurred by it
          in any
          such proceedings or functions; provided, however, that it shall be entitled
          to
          reimbursement thereof from the related property, as contemplated in Section
          4.05. 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 at the Purchaser's expense. Upon completion of the inspection,
          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. 

        


        Notwithstanding
          anything to the contrary contained herein, the Purchaser may, at the Purchaser's
          sole option, terminate the Company as servicer of any Mortgage Loan which
          becomes ninety (90) days or greater delinquent in payment of a scheduled
          Monthly
          Payment, without payment of any termination fee with respect thereto, provided
          that the Company shall on the date said termination takes effect be reimbursed
          for any unreimbursed Monthly Advances of the Company's funds made pursuant
          to
          Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees
          in each
          case relating to the Mortgage Loan underlying such delinquent Mortgage
          Loan
          notwithstanding anything to the contrary set forth in Section 4.05. In
          the event
          of any such termination, the provisions of Section 11.01 hereof shall apply
          to
          said termination and the transfer of servicing responsibilities with respect
          to
          such delinquent Mortgage Loan to the Purchaser or its designee.

        


        In
          the
          event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
          such property shall be disposed of by the Company, with the consent of
          the
          Purchaser as required pursuant to this Agreement, before the close of the
          third
          taxable year following the taxable year in which the Mortgage Loan became
          an REO
          Property, unless the Company provides to the trustee under such REMIC an
          Opinion
          of Counsel to the effect that the holding of such REO Property subsequent
          to the
          close of the third taxable year following the taxable year in which the
          Mortgage
          Loan became an REO Property, will not result in the imposition of taxes
          on
          "prohibited transactions" as defined in Section 860F of the Code, or cause
          the
          transaction to fail to qualify as a REMIC at any time that certificates
          are
          outstanding. The Company shall manage, conserve, protect and operate each
          such
          REO Property for the certificateholders solely for the purpose of its prompt
          disposition and sale in a manner which does not cause such property to
          fail to
          qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E)
          of
          the Code, or any "net income from foreclosure property" which is subject
          to
          taxation under the REMIC provisions of the Code. Pursuant to its efforts
          to sell
          such property, the Company shall either itself or through an agent selected
          by
          the Company, protect and conserve such property in the same manner and
          to such
          an extent as is customary in the locality where such property is located.
          Additionally, the Company shall perform the tax withholding and reporting
          related to Sections 1445 and 6050J of the Code.

        


        Section
          4.04 Establishment
          of Custodial Accounts; Deposits in Custodial Accounts.

        


        The
          Company shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan separate and apart from any of its own funds and general
          assets and shall establish and maintain one or more Custodial Accounts.
          The
          Custodial Account shall be an Eligible Account. Funds shall be deposited
          in the
          Custodial Account within twenty-four (24) hours of receipt, and shall at
          all
          times be insured by the FDIC up to the FDIC insurance limits, or must be
          invested in Permitted Investments for the benefit of the Purchaser. Funds
          deposited in the Custodial Account may be drawn on by the Company in accordance
          with Section 4.05. The creation of any Custodial Account shall be evidenced
          by a
          letter agreement in the form shown in Exhibit
          B
          hereto.
          The original of such letter agreement shall be furnished to the Purchaser
          on the
          Closing Date, and upon the request of any subsequent Purchaser.

        


        The
          Company shall deposit in the Custodial Account on a daily basis, and retain
          therein the following payments and collections received or made by it subsequent
          to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
          to a period subsequent thereto, other than in respect of principal and
          interest
          on the Mortgage Loans due on or before the Cut-off Date:

        


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

        


        (ii)
           all
          payments on account of interest on the Mortgage Loans adjusted to the Mortgage
          Loan Remittance Rate;

        


        (iii)
           all
          Liquidation Proceeds;

        


        (iv)
           any
          amounts required to be deposited by the Company in connection with any
          REO
          Property pursuant to Section 4.13 and in connection therewith, the Company
          shall
          provide the Purchaser with written detail itemizing all of such
          amounts;

        


        (v)
           all
          Insurance Proceeds including amounts required to be deposited pursuant
          to
          Sections 4.08, 4.10 and 4.11, 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 Accepted Servicing Practices,
          the
          Mortgage Loan Documents or applicable law;

        


        (vi)
           all
          Condemnation Proceeds affecting any Mortgaged Property which are not released
          to
          the Mortgagor in accordance with Accepted Servicing Practices, the loan
          documents or applicable law;

        


        (vii)
           any
          Monthly Advances;

        


        (viii)
           with
          respect to each full or partial Principal Prepayment, any Prepayment Interest
          Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with
          respect to the related Prepayment Period;

        


        (ix)
           any
          amounts required to be deposited by the Company pursuant to Section 4.10
          in
          connection with the deductible clause in any blanket hazard insurance policy,
          such deposit shall be made from the Company's own funds, without reimbursement
          therefor; and

        


        (x)
           any
          amounts required to be deposited in the Custodial Account pursuant to Section
          4.01, 4.13 or 6.02.

        


        The
          foregoing requirements for deposit in 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
          in
          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(iv). The Purchaser shall not
          be
          responsible for any losses suffered with respect to investment of funds
          in the
          Custodial Account.

        


        Section
          4.05 Permitted
          Withdrawals From the Custodial Account.

        


        The
          Company may, from time to time, withdraw 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, 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 collections (net of the related Servicing
          Fees) of principal and/or interest respecting which any such advance was
          made,
          it being understood that, in the case of such reimbursement, the Company's
          right
          thereto shall be prior to the rights of the Purchaser, except that, where
          the
          Company is required to repurchase a Mortgage Loan, pursuant to Section
          3.03, the
          Company's right to such reimbursement shall be subsequent to the payment
          to the
          Purchaser of the Repurchase Price pursuant to such Section 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 any unpaid Servicing
          Fees (or REO administration fees described in Section 4.13), the Company's
          right
          to reimburse itself pursuant to this subclause (iii) with respect to any
          Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
          Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
          provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;
          any recovery shall be made upon liquidation of the REO Property; 

        


        (iv) to
          pay to
          itself as part of its servicing compensation (a) any interest earned on
          funds in
          the Custodial Account (all such interest to be withdrawn monthly not later
          than
          each Remittance Date), and (b) the Servicing Fee from that portion of any
          payment or recovery as to interest with respect to a particular Mortgage
          Loan;

        


        (v) to
          pay to
          itself with respect to each Mortgage Loan that has been repurchased pursuant
          to
          Section 3.03 all amounts received thereon and not distributed as of the
          date on
          which the related Repurchase Price is determined,

        


        (vi) to
          transfer funds to another Eligible Account in accordance with Section 4.09
          hereof;

        


        (vii) to
          remove
          funds inadvertently placed in the Custodial Account by the Company;


        


        (vi) to
          clear
          and terminate the Custodial Account upon the termination of this Agreement;
          and

        


        (vii)
          to
          reimburse itself for Nonrecoverable Advances to the extent not reimbursed
          pursuant to clause (ii) or clause (iii).

        


        Section
          4.06 Establishment
          of Escrow Accounts; Deposits in Escrow Accounts.

        


        The
          Company shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan which constitute Escrow Payments separate and apart
          from any
          of its own funds and general assets and shall establish and maintain one
          or more
          Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
          deposited in each Escrow Account shall at all times be insured in a manner to
          provide maximum insurance under the insurance limitations of the FDIC,
          or must
          be invested in Permitted Investments. Funds
          deposited in the Escrow Account may be drawn on by the Company in accordance
          with Section 4.07. The creation of any Escrow Account shall be evidenced
          by a
          letter agreement in the form shown in Exhibit
          C.
          The
          original of such letter agreement shall be furnished to the Purchaser on
          the
          Closing Date, and upon request to any subsequent purchaser.

        


        The
          Company shall deposit in the Escrow Account or Accounts on a daily basis,
          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
          Insurance Proceeds which are to be applied to the restoration or repair
          of any
          Mortgaged Property; and

        


        (iii) all
          Servicing Advances for Mortgagors whose Escrow Payments are insufficient
          to
          cover escrow disbursements.

        


        The
          Company shall make withdrawals from the Escrow Account only to effect such
          payments as are required under this Agreement, and for such other purposes
          as
          shall be as set forth or in accordance with 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 and, to the extent required by law, the Company
          shall pay interest on escrowed funds to the Mortgagor notwithstanding that
          the
          Escrow Account is non-interest bearing or that interest paid thereon is
          insufficient for such purposes. The
          Purchaser shall not be responsible for any losses suffered with respect
          to
          investment of funds in the Escrow Account.

        


        Section
          4.07 Permitted
          Withdrawals From Escrow Account.

        


        Withdrawals
          from the Escrow Account may be made by the Company only:

        


        (i) to
          effect
          timely payments of ground rents, taxes, assessments, water rates, Primary
          Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
          premiums, condominium assessments and comparable items;

        


        (ii) to
          reimburse the Company for any Servicing Advance made by the Company with
          respect
          to a related Mortgage Loan but only from amounts received on the related
          Mortgage Loan which represent late payments or collections of Escrow Payments
          thereunder;

        


        (iii) to
          refund
          to the Mortgagor any funds as may be determined to be overages;

        


        (iv) for
          transfer to the Custodial Account in accordance with the terms of this
          Agreement;

        


        (v) for
          application to restoration or repair of the Mortgaged Property;

        


        (vi) to
          pay to
          the Company, or to the Mortgagor to the extent required by law, any interest
          paid on the funds deposited in the Escrow Account;

        


        (vii)
           to
          clear
          and terminate the Escrow Account on the termination of this
          Agreement;

        


        (viii)
           to
          pay to
          the Mortgagors or other parties Insurance Proceeds deposited in accordance
          with
          Section 4.06; and

        


        
          (viii)to
            remove
            funds inadvertently placed in the Escrow Account by the
            Company.

        

        


        Section
          4.08 Payment
          of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
          Insurance
          Policies; Collections Thereunder.

         

        With
          respect to each Mortgage Loan, the Company shall maintain accurate records
          reflecting the status of ground rents, taxes, assessments, water rates
          and other
          charges which are or may become a lien upon the Mortgaged Property and
          the
          status of primary mortgage insurance 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 and at a time appropriate for
          securing maximum discounts allowable, 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 or applicable law. To the extent that the Mortgage
          does
          not provide for Escrow Payments, the Company shall determine that any such
          payments are made by the Mortgagor at the time they first become due. The
          Company assumes full responsibility for the timely payment of all such
          bills and
          shall effect timely payments of all such bills irrespective of the Mortgagor's
          faithful performance in the payment of same or the making of the Escrow
          Payments
          and shall make advances from its own funds to effect such payments.

        


        The
          Company will maintain in full force and effect Primary Mortgage Insurance
          Policies or Lender Primary Mortgage Insurance Policies issued by a Qualified
          Insurer with respect to each Mortgage Loan for which such coverage is herein
          required. Such coverage will be terminated only with the approval of the
          Purchaser, until the LTV of the related Mortgage Loan is reduced to that
          amount
          for which Fannie Mae no longer requires such insurance to be maintained,
          or as
          required by applicable law or regulation. The Company will not cancel or
          refuse
          to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance Policy in effect on the Closing Date that is required to be kept
          in
          force under this Agreement unless a replacement Primary Mortgage Insurance
          Policy or Lender Primary Mortgage Insurance Policy for such canceled or
          nonrenewed policy is obtained from and maintained with a Qualified Insurer.
          The
          Company shall not take any action which would result in non-coverage under
          any
          applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance 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 Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of
          such
          assumption or substitution of liability in accordance with the terms of
          such
          policy and shall take all actions which may be required by such insurer
          as a
          condition to the continuation of coverage under the Primary Mortgage Insurance
          Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated
          as a
          result of such assumption or substitution of liability, the Company shall
          obtain
          a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance 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
          Private Mortgage Insurance Policy in a timely fashion in accordance with
          the
          terms of such Primary Mortgage Insurance Policy or Lender Primary Mortgage
          Insurance Policy and, in this regard, to take such action as shall be necessary
          to permit recovery under any Primary Mortgage Insurance Policy or Lender
          Primary
          Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant
          to
          Section 4.04, any amounts collected by the Company under any Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy shall be deposited
          in the Custodial Account, subject to withdrawal pursuant to Section
          4.05.

        


        Section
          4.09 Transfer
          of Accounts.

        


        The
          Company may transfer the Custodial Account or the Escrow Account to a different
          Eligible Account from time to time. Such transfer shall be made only upon
          obtaining the prior written consent of the Purchaser, which consent will
          not be
          unreasonably withheld.

        


        Section
          4.10 Maintenance
          of Hazard Insurance.

        


        The
          Company shall cause to be maintained for each Mortgage Loan fire and hazard
          insurance with extended coverage as is acceptable to Fannie Mae or FHLMC
          and
          customary in the area where the Mortgaged Property is located in an amount
          which
          is equal to the greater of (a) the outstanding principal balance of the
          Mortgage
          Loan, and (b) an amount such that the proceeds thereof shall be sufficient
          to
          prevent the Mortgagor and/or the mortgagee from becoming a co-insurer.
          If
          required by the Flood Disaster Protection Act of 1973, as amended, each
          Mortgage
          Loan shall be covered by a flood insurance policy meeting the requirements
          of
          the current guidelines of the Federal Insurance Administration in effect
          with an
          insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing
          coverage not less than the lesser of (i) the outstanding principal balance
          of
          the Mortgage Loan, (ii) the maximum insurable value of the improvements
          securing
          such Mortgage Loan or (iii) 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 and pursuant to the Fannie Mae Guides 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. The Company
          shall also maintain on each REO Property, fire and hazard insurance with
          extended coverage in an amount which is at least equal to the maximum insurable
          value of the improvements which are a part of such property, and, to the
          extent
          required and available under the Flood Disaster Protection Act of 1973,
          as
          amended, flood insurance in an amount as provided above. 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 Mortgaged
          Property or REO Property, or released to the Mortgagor in accordance with
          Accepted Servicing Practices, shall be deposited in the Custodial Account,
          subject to withdrawal pursuant to Section 4.05. It is understood and agreed
          that
          no other additional insurance need be required by the Company of the Mortgagor
          or maintained on property acquired in respect of the Mortgage Loan, other
          than
          pursuant to this Agreement, the Fannie Mae Guides or such applicable state
          or
          federal laws and regulations as shall at any time be in force and as shall
          require such additional insurance. All such policies shall be endorsed
          with
          standard mortgagee clauses with loss payable to the Company and its successors
          and/or assigns and shall provide for at least thirty (30) days prior written
          notice of any cancellation, reduction in the amount or material change
          in
          coverage to the Company. 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 Qualified Insurers.

        


        Section
          4.11 Maintenance
          of Mortgage Impairment Insurance Policy.

        


        In
          the
          event that the Company shall obtain and maintain a blanket policy issued
          by a
          Qualified Insurer insuring against hazard losses 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, it being understood and agreed
          that such policy may contain a deductible clause, in which case the Company
          shall, in the event that there shall not have been maintained on the related
          Mortgaged Property or REO Property a policy complying with Section 4.10,
          and
          there shall have been a loss which would have been covered by such policy,
          deposit in the Custodial Account the amount not otherwise payable under
          the
          blanket policy because of such deductible clause. In connection with its
          activities as servicer of the Mortgage Loans, the Company agrees to prepare
          and
          present, on behalf of the Purchaser, claims under any such blanket policy
          in a
          timely fashion in accordance with the terms of such policy. Upon request
          of the
          Purchaser, the Company shall cause to be delivered to the Purchaser a certified
          true copy of such policy and shall use its best efforts to obtain a statement
          from the insurer thereunder that such policy shall in no event be terminated
          or
          materially modified without thirty (30) days' prior written notice to the
          Purchaser.

        


        Section
          4.12 Fidelity
          Bond, Errors and Omissions Insurance.

        


        The
          Company shall maintain, at its own expense, a blanket fidelity bond and
          an
          errors and omissions insurance policy, with broad coverage with responsible
          companies on all officers, employees or other persons acting in any capacity
          with regard to the Mortgage Loan to handle funds, money, documents and
          papers
          relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
          the
          Financial Institution Bond Form A and shall protect and insure the Company
          against losses, including forgery, theft, embezzlement and fraud of such
          persons. The errors and omissions insurance shall protect and insure the
          Company
          against losses arising out of errors and omissions and negligent acts of
          such
          persons. Such errors and omissions insurance shall also protect and insure
          the
          Company against losses in connection with the failure to maintain any insurance
          policies required pursuant to this Agreement and the release or satisfaction
          of
          a Mortgage Loan without having obtained payment in full of the indebtedness
          secured thereby. No provision of this Section 4.12 requiring the Fidelity
          Bond
          or errors and omissions insurance shall diminish or relieve the Company
          from its
          duties and obligations as set forth in this Agreement. The minimum coverage
          under any such bond and insurance policy shall be at least equal to the
          corresponding amounts required by Fannie Mae in the Fannie Mae Guides.
          Upon
          request by the Purchaser, the Company shall deliver to the Purchaser a
          certificate from the surety and the insurer as to the existence of the
          Fidelity
          Bond and errors and omissions insurance policy and shall obtain a statement
          from
          the surety and the insurer that such Fidelity Bond or insurance policy
          shall in
          no event be terminated or materially modified without thirty (30) days'
          prior
          written notice to the Purchaser. The Company shall notify the Purchaser
          within
          five (5) business days of receipt of notice that such Fidelity Bond or
          insurance
          policy will be, or has been, materially modified or terminated. Upon request
          by
          the Purchaser, the Company shall provide the Purchaser with an insurance
          certificate certifying coverage under this Section 4.12, and will provide
          an
          update to such certificate upon request, or upon renewal or material
          modification of coverage.

        


        Section
          4.13 Title,
          Management and Disposition of REO Property.

        


        In
          the
          event that title to the 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 its designee, or in the event the Purchaser or
          its
          designee 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 an
          attorney duly licensed to practice law in the state where the REO Property
          is
          located. Any Person or Persons holding such title other than the Purchaser
          shall
          acknowledge in writing that such title is being held as nominee for the
          benefit
          of the Purchaser.

        


        The
          Company shall notify the Purchaser in accordance with the Fannie Mae Guides
          of
          each acquisition of REO Property upon such acquisition (and, in any event,
          shall
          provide notice of the consummation of any foreclosure sale within three
          (3)
          Business Days of the date the Company receives notice of such consummation),
          together with a copy of the drive by appraisal or brokers price opinion
          of the
          Mortgaged Property obtained in connection with such acquisition, and thereafter
          assume the responsibility for marketing such REO property in accordance
          with
          Accepted Servicing Practices. Thereafter, the Company shall continue to
          provide
          certain administrative services to the Purchaser relating to such REO Property
          as set forth in this Section 4.13. No Servicing Fee shall be assessed or
          otherwise accrue on any REO Property from and after the date on which it
          becomes
          an REO Property. 

        


        The
          Company shall, either itself or through an agent selected by the Company,
          and in
          accordance with the Fannie Mae Guides manage, conserve, protect and operate
          each
          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 cause each REO Property to be inspected promptly upon the
          acquisition of title thereto and shall cause each REO Property to be inspected
          at least monthly thereafter or more frequently as required by the circumstances.
          The Company shall make or cause to be made a written report of each such
          inspection. Such reports shall be retained in the Mortgage File and copies
          thereof shall be forwarded by the Company to 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 three (3)
          years
          after title has been taken to such REO Property. No REO Property shall
          be
          marketed for less than the Appraised Value, without the prior consent of
          the
          Purchaser. No REO Property shall be sold for less than ninety-five percent
          (95%)
          of its Appraised Value, without the prior consent of Purchaser. All requests
          for
          reimbursement of Servicing Advances shall be in accordance with the Fannie
          Mae
          Guides. 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 (subject to the above conditions) only
          with
          the prior written consent of the Purchaser. The Company shall provide monthly
          reports to the Purchaser in reference to the status of the marketing of
          the REO
          Properties.

        


        Notwithstanding
          anything to the contrary contained herein, the Purchaser may, at the Purchaser's
          sole option, terminate the Company as servicer of any such REO Property
          without
          payment of any termination fee with respect thereto; provided that the
          Company
          shall on the date said termination takes effect be reimbursed for any
          unreimbursed advances of the Company's funds made pursuant to Section 5.03
          and
          any unreimbursed Servicing Advances and Servicing Fees in each case relating
          to
          the Mortgage Loan underlying such REO Property notwithstanding anything
          to the
          contrary set forth in Section 4.05. In the event of any such termination,
          the
          provisions of Section 11.01 hereof shall apply to said termination and
          the
          transfer of servicing responsibilities with respect to such REO Property
          to the
          Purchaser or its designee. Within five (5) Business Days of any such
          termination, the Company shall, if necessary convey such property to the
          Purchaser and shall further provide the Purchaser with the following information
          regarding the subject REO Property: the related drive by appraisal or brokers
          price opinion, and copies of any related Mortgage Impairment Insurance
          Policy
          claims. In addition, within five (5) Business Days, the Company shall provide
          the Purchaser with the following information and documents regarding the
          subject
          REO Property: the related trustee’s deed upon sale and copies of any related
          hazard insurance claims, or repair bids.

        


        Section
          4.14 Notification
          of Maturity Date.

        


        With
          respect to each Mortgage Loan, the Company shall execute and deliver to
          the
          Mortgagor any and all necessary notices required under applicable law and
          the
          terms of the related Mortgage Note and Mortgage regarding the maturity
          date if
          required under applicable law.

         

         

        ARTICLE
          V

        


        PAYMENTS
          TO THE PURCHASER

        


        Section
          5.01 Distributions.

        


        On
          each
          Remittance Date, the Company shall distribute by wire transfer of immediately
          available funds to the Purchaser (i) all amounts credited to the Custodial
          Account as of the close of business on the preceding Determination Date,
          net of
          charges against or withdrawals from the Custodial Account pursuant to Section
          4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
          to
          distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
          Loan
          Remittance Rate on any Principal Prepayment from the date of such Principal
          Prepayment through the end of the month for which disbursement is made
          provided
          that the Company’s obligation as to payment of such interest shall be limited to
          the Servicing Fee earned during the month of the distribution, minus (iv)
          any
          amounts attributable to Monthly Payments collected but due on a Due Date
          or
          Dates subsequent to the preceding Determination Date, which amounts shall
          be
          remitted on the Remittance Date next succeeding the Due Period for such
          amounts.
          It is understood that, by operation of Section 4.04, the remittance on
          the First
          Remittance Date with respect to Mortgage Loans purchased pursuant to the
          related
          Term Sheet is to include principal collected after the Cut-off Date through
          the
          preceding Determination Date plus interest, adjusted to the Mortgage Loan
          Remittance Rate collected through such Determination Date exclusive of
          any
          portion thereof allocable to the period prior to the Cut-off Date, with
          the
          adjustments specified in clauses (ii), (iii) and (iv) above.

        


        With
          respect to any remittance received by the Purchaser after the Remittance
          Date,
          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 (3) 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. 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. On each Remittance Date, the Company shall provide a remittance
          report detailing all amounts being remitted pursuant to this Section
          5.01.

        


        Section
          5.02 Statements
          to the Purchaser.

        


        The
          Company shall furnish to the Purchaser an individual loan accounting report,
          as
          of the last Business Day of each month, in the Company's assigned loan
          number
          order to document Mortgage Loan payment activity on an individual Mortgage
          Loan
          basis. With respect to each month, the corresponding individual loan accounting
          report shall be received by the Purchaser no later than the fifth Business
          Day
          of the following month on a disk or tape or other computer-readable format
          in
          such format as may be mutually agreed upon by both the Purchaser and the
          Company, and no later than the fifth Business Day of the following month
          in hard
          copy, and shall contain the following:

        


        (i)
          With
          respect to each Monthly Payment, the amount of such remittance allocable
          to
          principal (including a separate breakdown of any Principal Prepayment,
          including
          the date of such prepayment, and any prepayment penalties or premiums,
          along
          with a detailed report of interest on principal prepayment amounts remitted
          in
          accordance with Section 4.04);

        


        (ii)
          with
          respect to each Monthly Payment, the amount of such remittance allocable
          to
          interest;

        


        (iii)
          the
          amount of servicing compensation received by the Company during the prior
          distribution period;

        


        (iv)
          the
          aggregate Stated Principal Balance of the Mortgage Loans;

        


        (v)
          the
          aggregate of any expenses reimbursed to the Company during the prior
          distribution period pursuant to Section 4.05; and

        


        (vi)
          The
          number and aggregate outstanding principal balances of Mortgage Loans (a)
          delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b)
          as to
          which foreclosure has commenced; and (c) as to which REO Property has been
          acquired.

        


        The
          Company shall also provide a trial balance, sorted in the Purchaser's assigned
          loan number order, in the form of Exhibit
          E
          hereto,
          with each such Report.

        


        The
          Company shall prepare and file any and all information statements or other
          filings required to be delivered to any governmental taxing authority or
          to the
          Purchaser pursuant to any applicable law with respect to the Mortgage Loans
          and
          the transactions contemplated hereby. In addition, the Company shall provide
          the
          Purchaser with such information concerning the Mortgage Loans as is necessary
          for the Purchaser to prepare its federal income tax return as the Purchaser
          may
          reasonably request from time to time.

        


        In
          addition, not more than ninety (90) days after the end of each calendar
          year,
          the Company shall furnish to each Person who was a Purchaser at any time
          during
          such calendar year an annual statement in accordance with the requirements
          of
          applicable federal income tax law as to the aggregate of remittances for
          the
          applicable portion of such year.

        


        Section
          5.03 Monthly
          Advances by the Company.

        


        Not
          later
          than the close of business on the Business Day preceding each Remittance
          Date,
          the Company shall deposit in the Custodial Account an amount equal to all
          payments not previously advanced by the Company, whether or not deferred
          pursuant to Section 4.01, of principal (due after the Cut-off Date) and
          interest
          not allocable to the period prior to the Cut-off Date, adjusted to the
          Mortgage
          Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
          at the
          close of business on the related Determination 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 Remittance Date prior to the date on
          which the
          Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
          the
          sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
          Loan
          unless the Company deems such advance to be a Nonrecoverable Advance. In
          such
          event, the Company shall deliver to the Purchaser an Officer's Certificate
          of
          the Company to the effect that an officer of the Company has reviewed the
          related Mortgage File and has made the reasonable determination that any
          additional advances are nonrecoverable. 

        


        Section
          5.04 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
          in a
          form mutually acceptable to the
          Company
          and the Purchaser. The Company shall also provide reports on the status
          of REO
          Property containing such information as the Purchaser may reasonably
          require.

        



        ARTICLE
          VI

        


        GENERAL
          SERVICING PROCEDURES

        


        Section
          6.01 Assumption
          Agreements.

        


        The
          Company will, to the extent it has knowledge of any conveyance or prospective
          conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
          conveyance or by contract of sale, and whether or not the Mortgagor remains
          or
          is to remain liable under the Mortgage Note and/or the Mortgage), exercise
          its
          rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
          clause to the extent permitted by law; provided, however, that the Company
          shall
          not exercise any such rights if prohibited by law or the terms of the Mortgage
          Note from doing so or if the exercise of such rights would impair or threaten
          to
          impair any recovery under the related Primary Mortgage Insurance Policy
          or
          Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably
          believes it is unable under applicable law to enforce such "due-on-sale"
          clause,
          the Company, will enter into an assumption agreement with the person to
          whom the
          Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant
          to
          which such person becomes liable under the Mortgage Note and, to the extent
          permitted by applicable state law, the Mortgagor remains liable thereon.
          Where
          an assumption is allowed pursuant to this Section 6.01, the Company, with
          the
          prior consent of the Purchaser and the primary mortgage insurer, if any,
          is
          authorized to enter into a substitution of liability agreement with the
          person
          to whom the Mortgaged Property has been conveyed or is proposed to be conveyed
          pursuant to which the original mortgagor is released from liability and
          such
          Person is substituted as mortgagor and becomes liable under the related
          Mortgage
          Note. Any such substitution of liability agreement shall be in lieu of
          an
          assumption agreement. 

        


        In
          connection with any such assumption or substitution of liability, the Company
          shall follow the underwriting practices and procedures of the Company.
          With
          respect to an assumption or substitution of liability, the Mortgage Interest
          Rate borne by the related Mortgage Note, the amount of the Monthly Payment
          and
          the maturity date may not be changed (except pursuant to the terms of the
          Mortgage Note). 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. The Company shall notify the Purchaser that any such
          substitution of liability or assumption agreement has been completed by
          forwarding to the Purchaser the original of any such substitution of liability
          or assumption agreement, which document shall be added to the related Mortgage
          File and shall, for all purposes, be considered a part of such Mortgage
          File to
          the same extent as all other documents and instruments constituting a part
          thereof. All fees collected by the Company for entering into an assumption
          or
          substitution of liability agreement shall belong to the Company.

        


        Notwithstanding
          the foregoing paragraphs of this Section or any other provision of this
          Agreement, the Company shall not be deemed to be in default, breach or
          any other
          violation of its obligations hereunder by reason of any assumption of a
          Mortgage
          Loan by operation of law or any assumption which the Company may be restricted
          by law from preventing, for any reason whatsoever. For purposes of this
          Section
          6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
          Property subject to the Mortgage that is not accompanied by an assumption
          or
          substitution of liability agreement.

        


        Section
          6.02 Satisfaction
          of Mortgages and Release of Mortgage Files.

        


        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 will immediately notify the Purchaser by a
          certification, which certification shall include a statement to the effect
          that
          all amounts received or to be received in connection with such payment
          which are
          required to be deposited in the Custodial Account pursuant to Section 4.04
          have
          been or will be so deposited, of a Servicing Officer and shall request
          execution
          of any document necessary to satisfy the Mortgage Loan and delivery to
          it of the
          portion of the Mortgage File held by the Purchaser or its designee. The
          Purchaser shall no later than five (5) Business Days after receipt of such
          certification and request, release or cause to be released to the Company,
          the
          related Mortgage Loan Documents and, upon its receipt of such documents,
          the
          Company shall promptly prepare and deliver to the Purchaser the requisite
          satisfaction or release. No later than five (5) Business Days following
          its
          receipt of such satisfaction or release, the Purchaser shall deliver, or
          cause
          to be delivered, to the Company the release or satisfaction properly executed
          by
          the owner of record of the applicable mortgage or its duly appointed attorney
          in
          fact. No expense incurred in connection with any instrument of satisfaction
          or
          deed of reconveyance shall be chargeable to the Custodial Account.

        


        In
          the
          event the Company satisfies or releases a Mortgage without having obtained
          payment in full of the indebtedness secured by the Mortgage or should it
          otherwise prejudice any right the Purchaser may have under the mortgage
          instruments, the Company, upon written demand, shall remit within two (2)
          Business Days to the Purchaser the then outstanding principal balance of
          the
          related Mortgage Loan by deposit thereof in the Custodial Account. The
          Company
          shall maintain the Fidelity Bond and errors and omissions insurance 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.

        


        From
          time
          to time and as appropriate for the servicing or foreclosure of the Mortgage
          Loan, including for the purpose of collection under any Primary Mortgage
          Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser
          shall, upon request of the Company and delivery to the Purchaser of a servicing
          receipt signed by a Servicing Officer, release the portion of the Mortgage
          File
          held by the Purchaser to the Company. Such servicing receipt shall obligate
          the
          Company to return the related Mortgage documents to the Purchaser when
          the need
          therefor by the Company no longer exists, unless the Mortgage Loan has
          been
          liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
          been
          deposited in the Custodial Account or the Mortgage File or such document
          has
          been delivered to an attorney, or to a public trustee or other public official
          as required by law, for purposes of initiating or pursuing legal action
          or other
          proceedings for the foreclosure of the Mortgaged Property either judicially
          or
          non-judicially, and the Company has delivered to the Purchaser a certificate
          of
          a Servicing Officer certifying as to the name and address of the Person
          to which
          such Mortgage File or such document was delivered and the purpose or purposes
          of
          such delivery. Upon receipt of a certificate of a Servicing Officer stating
          that
          such Mortgage Loan was liquidated, the servicing receipt shall be released
          by
          the Purchaser to the Company.

        


        Section
          6.03 Servicing
          Compensation.

        


        As
          compensation for its services hereunder, the Company shall be entitled
          to
          withdraw from the Custodial Account (to the extent of interest payments
          collected on the Mortgage Loans) or to retain from interest payments collected
          on the Mortgage Loans, the amounts provided for as the Company's Servicing
          Fee,
          subject to payment of compensating interest on Principal Prepayments as
          capped
          by the Servicing Fee pursuant to Section 5.01(iii). Additional servicing
          compensation in the form of assumption fees, as provided in Section 6.01,
          and
          late payment charges or otherwise 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 therefor
          except
          as specifically provided for.

        


        Section
          6.04 [Reserved]

        


        Section
          6.05 [Reserved]

        


        Section
          6.06 Purchaser's
          Right to Examine the Company Records.

        


        The
          Purchaser shall have the right to examine and audit upon reasonable notice
          to
          the Company, during business hours or at such other times as might be reasonable
          under applicable circumstances, any and all of the books, records, documentation
          or other information of the Company, or held by another for the Company
          or on
          its behalf or otherwise, which relates to the performance or observance
          by the
          Company of the terms, covenants or conditions of this Agreement.

        


        The
          Company shall provide to the Purchaser and any supervisory agents or examiners
          representing a state or federal governmental agency having jurisdiction
          over the
          Purchaser, including but not limited to OTS, FDIC and other similar entities,
          access to any documentation regarding the Mortgage Loans in the possession
          of
          the Company which may be required by any applicable regulations. Such access
          shall be afforded without charge, upon reasonable request, during normal
          business hours and at the offices of the Company, and in accordance with
          the
          FDIC, OTS, or any other similar federal or state regulations, as
          applicable.

        


        ARTICLE
          VII

        


        REPORTS
          TO BE PREPARED BY SERVICER

        


        Section
          7.01 Company
          Shall Provide Information as Reasonably Required.

        


        The
          Company shall furnish to the Purchaser during the term of this Agreement,
          such
          periodic, special or other reports, information or documentation, whether
          or not
          provided for herein, as shall be necessary, reasonable or appropriate in
          respect
          to the Purchaser, or otherwise in respect to the Mortgage Loans and the
          performance of the Company under this Agreement, including any reports,
          information or documentation reasonably required to comply with any regulations
          regarding any supervisory agents or examiners of the Purchaser all such
          reports
          or information to be as provided by and in accordance with such applicable
          instructions and directions as the Purchaser may reasonably request in
          relation
          to this Agreement or the performance of the Company under this Agreement.
          The
          Company agrees to execute and deliver all such instruments and take all
          such
          action as the Purchaser, from time to time, may reasonably request in order
          to
          effectuate the purpose and to carry out the terms of this
          Agreement.

        


        In
          connection with marketing the Mortgage Loans, the Purchaser may make available
          to a prospective purchaser audited financial statements of the Company
          for the
          most recently completed two (2) fiscal years for which such statements
          are
          available, as well as a Consolidated Statement of Condition at the end
          of the
          last two (2) fiscal years covered by any Consolidated Statement of Operations.
          If it has not already done so, the Company shall furnish promptly to the
          Purchaser or a prospective purchaser copies of the statements specified
          above if
          reasonably requested.

        


        The
          Company shall make reasonably available to the Purchaser or any prospective
          Purchaser a knowledgeable financial or accounting officer for the purpose
          of
          answering questions 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
          SERVICER

        


        Section
          8.01 Indemnification;
          Third Party Claims.

        


        The
          Company agrees to indemnify the Purchaser and hold it harmless against
          any and
          all claims, losses, damages, penalties, fines, forfeitures, legal fees
          and
          related costs, judgments, and any other costs, fees and expenses that the
          Purchaser may sustain in any way related to the failure of the Company
          to
          observe and perform its duties, obligations, covenants, and agreements
          to
          service the Mortgage Loans in strict compliance with the terms of this
          Agreement, including, but not limited to, the loss, damage, or misplacement
          of
          any documentation delivered to the Company pursuant to Section 2.07 and
          the
Company's
          failure to perform the obligations set forth in Section 11.10.
          The
          Company agrees to indemnify the Purchaser and hold it harmless against
          any and
          all claims, losses, damages, penalties, fines, forfeitures, legal fees
          and
          related costs, judgments, and any other costs, fees and expenses that the
          Purchaser may sustain in any way from any claim, demand, defense or assertion
          based on or grounded upon, or resulting from any assertion based on, grounded
          upon or resulting from a breach or alleged breach of any of the representation
          or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company
          shall immediately notify the Purchaser if a claim covered by the indemnification
          herein is made by a third party against the Company with respect to this
          Agreement or the Mortgage Loans, assume (with the consent of the Purchaser)
          the
          defense of any such claim and pay all expenses in connection therewith,
          including counsel fees, whether or not such claim is settled prior to judgment,
          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 shall promptly reimburse the Company for all
          amounts
          advanced by it pursuant to the two preceding sentences except when the
          claim
          relates to the failure of the Company to service and administer the Mortgages
          in
          strict compliance with the terms of this Agreement, the breach of representation
          or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad
          faith or
          willful misconduct of the Company. The provisions of this Section 8.01
          shall
          survive termination of this Agreement.

        


        Section
          8.02 Merger
          or Consolidation of the Company.

        


        The
          Company will keep in full effect its existence, rights and franchises under
          the
          laws of the jurisdiction of organization except as permitted herein, and
          will
          obtain and preserve its qualification to do business in each other 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
          whether or not related to loan servicing, 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 (i) having a GAAP net worth of not less than $25,000,000,
          (ii)
          the deposits of which are insured by the FDIC, SAIF and/or BIF, and which
          is a
          HUD-approved mortgagee whose primary business is in origination and servicing
          of
          first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved
          seller/servicer in good standing.

        


        Section
          8.03 Limitation
          on Liability of the Company and Others.

        


        Neither
          the Company nor any of the 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 made in good faith; 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
          liability which would otherwise be imposed by reason of negligence, bad
          faith or
          willful misconduct, or any breach of the terms and conditions of this Agreement.
          The Company and any 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
          the Purchaser 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 reasonable opinion may involve it in any
          expenses 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 reasonable legal expenses and costs of such
          action
          and any liability resulting therefrom shall be expenses, costs and liabilities
          for which the Purchaser will be liable, and the Company shall be entitled
          to be
          reimbursed therefor from the Purchaser upon written demand.

        


        Section
          8.04 Company
          Not to Assign or Resign.

        


        The
          Company shall not assign this Agreement or 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 servicing 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. 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 11.01.

        


        Section
          8.05 No
          Transfer of Servicing.

        


        With
          respect to the retention of the Company to service the Mortgage Loans hereunder,
          the Company acknowledges that the Purchaser has acted in reliance upon
          the
          Company's independent status, the adequacy of its servicing facilities,
          plan,
          personnel, records and procedures, its integrity, reputation and financial
          standing and the continuance thereof. Without in any way limiting the generality
          of this Section, the Company shall not either assign this Agreement or
          the
          servicing hereunder or delegate its rights or duties hereunder or any portion
          thereof, or sell or otherwise dispose of all or substantially all of its
          property or assets, without the prior written approval of the Purchaser,
          which
          consent shall be granted or withheld in the Purchaser's sole discretion,
          unless
          the Company meets the requirements of the last sentence of Section 8.02
          herein
          after any such disposition.

        


        Without
          in any way limiting the generality of this Section 8.05, in the event that
          the
          Company either shall assign this Agreement or the servicing responsibilities
          hereunder or delegate its duties hereunder or any portion thereof without
          (i)
          satisfying the requirements set forth herein or (ii) the prior written
          consent
          of the Purchaser, then the Purchaser shall have the right to terminate
          this
          Agreement, without any payment of any penalty or damages and without any
          liability whatsoever to the Company (other than with respect to accrued
          but
          unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third
          party. 


        


        ARTICLE
          IX

        


        DEFAULT

        


        Section
          9.01 Events
          of Default.

        


        In
          case
          one or more of the following Events of Default by the Company shall occur
          and be
          continuing, that is to say:

        


        (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 one
          (1) Business Day after receipt of written notice to the Company; or

        


        (ii)
          failure on the part of the Company duly to observe or perform in any material
          respect any other of the covenants or agreements on the part of the Company
          set
          forth in this Agreement which continues unremedied for a period of thirty
          (30)
          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

        


        (iii)
          a
          decree or order of a court or agency or supervisory authority having
          jurisdiction for the appointment of a conservator or receiver or liquidator
          in
          any insolvency, bankruptcy, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings, or for the winding-up or liquidation
          of its
          affairs, shall have been entered against the Company and such decree or
          order
          shall have remained in force undischarged or unstayed for a period of sixty
          (60)
          days; or

        


        (iv)
          the
          Company shall consent to the appointment of a conservator or receiver or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to the Company
          or
          of or relating to all or substantially all of its property; or

        


        (v)
          the
          Company shall admit in writing its inability to pay its debts generally
          as they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations; or

        


        (vi)
          the
          Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage
          loan
          seller or servicer for more than thirty (30) days; or

        


        (vii)
          the
          Company attempts to assign its right to servicing compensation hereunder
          or the
          Company attempts, without the consent of the Purchaser, to sell or otherwise
          dispose of all or substantially all of its property or assets (except as
          expressly permitted hereunder) or to assign this Agreement or the servicing
          responsibilities hereunder (except as expressly
          permitted
          hereunder) or to delegate its duties hereunder or any portion thereof;
          or

        


        (viii)
          the Company ceases to be (a) licensed to service first lien residential
          mortgage
          loans in any jurisdiction in which a Mortgaged Property is located and
          such
          licensing is required, and (b) qualified to transact business in any
          jurisdiction where it is currently so qualified, but only to the extent
          such
          non-qualification materially and adversely affects the Company's ability
          to
          perform its obligations hereunder; or

        


        (ix)
          the
          Company fails to meet the eligibility criteria set forth in the last sentence
          of
          Section 8.02.

        


        Then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Purchaser, by notice in writing to the Company (except in
          the case
          of an Event of Default under clauses (iii), (iv) or (v) above, in which
          case,
          automatically and without notice) the Company may, in addition to whatever
          rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
          equity
          or to damages, including injunctive relief and specific performance, terminate
          all the rights and obligations of the Company under this Agreement and
          in and to
          the Mortgage Loans and the proceeds thereof without compensating the Company
          for
          the same. On or after the receipt by the Company of such written notice
          (or, in
          the case of an Event of Default under clauses (iii), (iv) or (v) above,
          in which
          case, automatically and without 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
          11.01. Upon written request from the Purchaser, the Company shall prepare,
          execute and deliver, any and all documents and other instruments, place
          in such
          successor's possession all Mortgage Files, and do or accomplish all other
          acts
          or things necessary or appropriate to effect the purposes of such notice
          of
          termination, whether to complete the transfer and endorsement or assignment
          of
          the Mortgage Loans and related documents, or otherwise, at the Company's
          sole
          expense. The Company agrees to 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 or Escrow Account or thereafter received
          with respect to the Mortgage Loans or any REO Property.

        


        Section
          9.02 Waiver
          of Defaults.

        


        The
          Purchaser may waive only by written notice any default by the Company in
          the
          performance of its obligations hereunder and its consequences. Upon any
          such
          waiver of a past default, such default shall cease to exist, and any 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 in writing.

         

        ARTICLE
          X

        


        TERMINATION

        


        Section
          10.01 Termination.

         

        The
          respective obligations and responsibilities of the Company shall terminate
          upon:
          (i) the later of the final payment or other liquidation (or any advance
          with
          respect thereto) of the last Mortgage Loan and the disposition of all remaining
          REO Property and the remittance of all funds due hereunder; or (ii) by
          mutual
          consent of the Company and the Purchaser in writing; or (iii) termination
          with
          cause under the terms of this Agreement.

        


        ARTICLE
          XI

        


        MISCELLANEOUS
          PROVISIONS

        


        Section
          11.01 Successor
          to the Company.

        


        Prior
          to
          termination of the Company's responsibilities and duties under this Agreement
          pursuant to Sections 4.03, 4.13, 8.04, 9.01, 10.01 (ii) or (iii), 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 hereof 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 the 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 the
          Purchaser 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
          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 Sections 3.03 and 8.01, 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 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,
          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
          4.03, 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser
          may have against the Company arising prior to any such termination or
          resignation.

        


        The
          Company shall promptly deliver to the successor the funds in the Custodial
          Account and the Escrow Account and the Mortgage Files and related documents
          and
          statements held by it hereunder and the Company shall account for all funds.
          The
          Company shall execute and deliver such instruments and do such other things
          all
          as may reasonably be required to more fully and definitely vest and confirm
          in
          the successor all such rights, powers, duties, responsibilities, obligations
          and
          liabilities of the Company. The successor shall make arrangements as it
          may deem
          appropriate to reimburse the Company for Nonrecoverable Advances which
          the
          successor retains hereunder and which would otherwise have been recovered
          by the
          Company pursuant to this Agreement but for the appointment of the successor
          servicer.

        


        Upon
          a
          successor's acceptance of appointment as such, the party who obtained such
          successor shall notify by mail the other party of such appointment.

        


        Section
          11.02 Amendment.

        


        This
          Agreement may be amended from time to time by the Company and the Purchaser
          by
          written agreement signed by the Company and the Purchaser.

        


        Section
          11.03 [Reserved]

        


        Section
          11.04 Governing
          Law.

        


        This
          Agreement and the related Term Sheet shall be governed by and construed
          in
          accordance with the laws of the State of New York except to the extent
          preempted
          by Federal law. The obligations, rights and remedies of the parties hereunder
          shall be determined in accordance with such laws.

        


        Section
          11.05 Notices.

        


        Any
          demands, notices or other communications permitted or required hereunder
          shall
          be in writing and shall be deemed conclusively to have been given if personally
          delivered at or mailed by registered mail, postage prepaid, and return
          receipt
          requested or certified mail, return receipt requested, or transmitted by
          telex,
          telegraph or telecopier and confirmed by a similar mailed writing, as
          follows:

        


        
          	
                	(i)	
                  if
                    to the Company:

                


        

         

        Mid
          America Bank, fsb

        2650
          Warrenville Road, Suite 500

        Downers
          Grove, Illinois 60515

        Attention:
          Theresa Mann

        Fax:
          (630) 799-7964

        


        and
          with
          respect to notices relating to servicing matters:

        


        Mid
          America Bank, fsb

        2650
          Warrenville Road, Suite 500

        Downers
          Grove, Illinois 60515

        Attention:
          Ann Ryan

        Fax:
          (630) 799-7964

        


        
          	
                	(ii)	
                  if
                    to the Purchaser:

                


        

         

        EMC
          Mortgage Corporation 

        Mac
          Arthur Ridge II, 

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          Texas 75038

        Attention:
          Ms. Ralene Ruyle

        Telecopier
          No.: (972) 444-2810

        


        With
          a
          copy to:

        


        Bear
          Stearns Mortgage Capital Corporation

        383
          Madison Avenue

        New
          York,
          New York 10179

        Attention:
          Steven Trombetta

        


        or
          such
          other address as may hereafter be furnished to the other party by like
          notice.
          Any such demand, notice or 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
          11.06 Severability
          of Provisions.

        


        Any
          part,
          provision, representation or warranty of this Agreement and the related
          Term
          Sheet 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 that 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 nearly as
          possible
          the same as the economic effect of this Agreement without regard to such
          invalidity.

        


        Section
          11.07 Exhibits.

        


        The
          exhibits to this Agreement are hereby incorporated and made a part hereof
          and
          are an integral part of this Agreement.

        


        Section
          11.08 General
          Interpretive Principles.

        


        For
          purposes of this Agreement, except as otherwise expressly provided or unless
          the
          context otherwise requires:

        


        (i)
           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;

        


        (ii)
           accounting
          terms not otherwise defined herein have the meanings assigned to them in
          accordance with generally accepted accounting principles;

         

        (iii)
           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;

        


        (iv)
           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;

        


        (v)
           the
          words
          "herein", "hereof ", "hereunder" and other words of similar import refer
          to this
          Agreement as a whole and not to any particular provision; 

        


        (vi)
           the
          term
          "include" or "including" shall mean without limitation by reason of enumeration;
          and

        


        (viii)
           headings
          of the Articles and Sections in this Agreement are for reference purposes
          only
          and shall not be deemed to have any substantive effect.

        


        Section
          11.09 Reproduction
          of Documents.

        


        This
          Agreement and all documents relating thereto, including, without limitation,
          (i)
          consents, waivers and modifications which may hereafter be executed, (ii)
          documents received by any party at the closing, and (iii) 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.

        


        Section
          11.10 Confidentiality
          of Information.

        


        Each
          party recognizes that, in connection with this Agreement, it may become
          privy to
          non-public information regarding the financial condition, operations and
          prospects of the other party. Each party agrees to keep all non-public
          information regarding the other party strictly confidential, and to use
          all such
          information solely in order to effectuate the purpose of the Agreement;
          provided
          that each party may provide confidential information to its employees,
          agents
          and affiliates who have a need to know such information in order to effectuate
          the transaction. In addition, confidential information may be provided
          to a
          regulatory authority with supervisory power over the Purchaser, provided
          such
          information is identified as confidential non-public information.

        


        The
          Company agrees that the Company (i) shall comply with any applicable laws
          and
          regulations regarding the privacy and security of Consumer Information
          including, but not limited to the Gramm-Leach-Bliley
          Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq.,
          (ii)
          shall not use Consumer Information in any manner inconsistent with any
          applicable laws and regulations regarding the privacy and security of Consumer
          Information, (iii) shall not disclose Consumer Information to third parties
          except at the specific written direction of the Purchaser, (iv) shall maintain
          adequate physical, technical and administrative safeguards to protect Consumer
          Information from unauthorized access as provided by the applicable laws
          and
          regulations, and (v) shall immediately notify the Purchaser of any actual
          or
          suspected breach of the confidentiality of Consumer Information that would
          have
          a material and adverse effect on the Purchaser.

        Section
          11.11 Recordation
          of Assignments of Mortgage.

        


        To
          the
          extent permitted by applicable law, each of the Assignments 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 by and 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
          11.12 Assignment.

        


        The
          Purchaser shall have the right, without the consent of the Company, 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 a Purchase, Assignment, Assumption
          and
          Recognition Agreement substantially in the form of Exhibit
          D
          hereto
          and the assignee or designee shall accede to the rights and obligations
          hereunder of the Purchaser with respect to such Mortgage Loans. In no event
          shall the Purchaser sell a partial interest in any Mortgage Loan without
          the
          written consent of the Company, which consent shall not be unreasonably
          denied.
          All references to the Purchaser in this Agreement shall be deemed to include
          its
          assignee or designee. The Company shall have the right, only with the consent
          of
          the Purchaser or otherwise in accordance with this Agreement, to assign,
          in
          whole or in part, its interest under this Agreement with respect to some
          or all
          of the Mortgage Loans.

        


        Section
          11.13 No
          Partnership.

        


        Nothing
          herein contained shall be deemed or construed to create a co-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
          11.14 Signature
          Pages/Counterparts; Successors and Assigns.
          

        


        This
          Agreement and/or any Term Sheet shall be executed by each party (i) in
          one or
          more fully executed copies, each of which shall constitute a fully executed
          original Agreement, and/or (ii) in counterparts having one or more original
          signatures, and all such counterparts containing the original signatures
          of all
          of the parties hereto taken together shall constitute a fully executed
          original
          Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one
          or more
          original signed signature pages to the other parties hereto (x) by mail
          or
          courier, and/or (y) by electronic transmission, including without limitation
          by
          telecopier, facsimile or email of a scanned image (“Electronic Transmission”),
          each of which as received shall constitute for all purposes an executed
          original
          signature page of such party. The Purchaser may deliver a copy of this
          Agreement
          and/or any Term Sheet, fully executed as provided herein, to each other
          party
          hereto by mail and/or courier and/or Electronic Transmission, and such
          copy as
          so delivered shall constitute a fully executed original Agreement or Term
          Sheet,
          as applicable, superseding any prior form of the Agreement or Term Sheet,
          as
          applicable, that differs therefrom in any respect. This Agreement shall
          inure to
          the benefit of and be binding upon the Company and the Purchaser and their
          respective successor and assigns.

        


        Section
          11.15 Entire
          Agreement.

        


        The
          Company acknowledges that no representations, agreements or promises were
          made
          to the Company by the Purchaser or any of its employees other than those
          representations, agreements or promises specifically contained herein and
          in the
          Confirmation. The Confirmation and this Agreement and the related Term
          Sheet
          sets forth the entire understanding between the parties hereto; provided,
          however, only this Agreement and the related Term Sheet shall be binding
          upon
          all successors of both parties. In the event of any inconsistency between
          the
          Confirmation and this Agreement, this Agreement and the related Term Sheet
          shall
          control.

        


        Section
          11.16. No
          Solicitation.

        


        From
          and
          after the Closing Date, the Company agrees that it will not take any action
          or
          permit or cause any action to be taken by any of its agents or affiliates,
          to
          personally, by telephone or mail, solicit the Mortgagor under any Mortgage
          Loan
          to refinance the Mortgage Loan, in whole or in part, without the prior
          written
          consent of the Purchaser. Notwithstanding the foregoing, it is understood
          and
          agreed that (i) promotions undertaken by the Company or any affiliate of
          the
          Company which are directed to the general public at large, or segments
          thereof,
          provided that no segment shall consist primarily of the Mortgage Loans,
          including, without limitation, mass mailing based on commercially acquired
          mailing lists, newspaper, radio and television advertisements and (ii)
          responses
          to unsolicited requests or inquiries made by a Mortgagor or an agent of
          a
          Mortgagor, shall not constitute solicitation under this Section 11.16.
          This
          Section 11.16 shall not be deemed to preclude the Company or any of its
          affiliates from soliciting any Mortgagor for any other financial products
          or
          services. The Company shall use its best efforts to prevent the sale of
          the name
          of any Mortgagor to any Person who is not affiliate of the Company.

        


        Section
          11.17. Closing.

        


        The
          closing for the purchase and sale of the Mortgage Loans shall take place
          on the
          related Closing Date. 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 for the Mortgage Loans to be purchased on the related Closing Date
          shall
          be subject to each of the following conditions:

        


        (a) at
          least
          one (1) Business Day prior to the related Closing Date, the Company shall
          deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
          on
          a loan-level basis of the information contained in the related Mortgage
          Loan
          Schedule attached to the related Term Sheet;

        


        (b) all
          of
          the representations and warranties of the Company under this Agreement
          shall be
          materially true and correct as of the related Closing Date and no event
          shall
          have occurred which, with notice or the passage of time, would constitute
          a
          material default under this Agreement;

        


        (c) the
          Purchaser shall have received, or the Purchaser's attorneys shall have
          received
          in escrow, all documents required pursuant to this Agreement, the related
          Term
          Sheet and an Officer Certificate (on or prior to the initial Closing Date
          only),
          all 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
          terms hereof; and

        


        (d) all
          other
          terms and conditions of this Agreement, the related Term Sheet and the
          Confirmation shall have been materially complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall pay to the Company on
          the
          related Closing Date the Purchase Price, plus accrued interest pursuant
          to
          Section 2.02 of this Agreement, by wire transfer of immediately available
          funds
          to the account designated by the Company.

        


        Section
          11.18. [Reserved]
          

        


        Section
          11.19. Monthly
          Reporting with Respect to a Reconstitution.

        


        As
          long
          as the Company continues to service Mortgage Loans, the Company agrees
          that with
          respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution
          as
          described in Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”),
          the Company, at its expense, shall provide the Purchaser with the information
          set forth in Exhibit
          E
          attached
          hereto for each Reconstituted Mortgage Loan in Excel or such electronic
          delimited file format as may be mutually agreed upon by both the Purchaser
          and
          the Company. Such information shall be provided monthly for all Reconstituted
          Mortgage Loans on the fifth (5th)
          Business Day of each month for the immediately preceding monthly period,
          and
          shall be transmitted to fast.data@bear.com.

        
 

        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

                  Purchaser

                
	 
 	 
 	 
 
	 	 	By: 
	 	
                  
                    

                  

                
	 	
                  Name:
                    

                  Title:
                    

                


        

        
          
            	 	 	 
	 	
                    MID
                      AMERICA BANK, FSB

                    Company

                  
	 
 	 
 	 
 
	 	 	By: 
	 	
                    
                      

                    

                  
	 	
                    Name:
                      

                    Title:
                      

                  


          

          
          

           

        

        EXHIBIT
          A

        


        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser,
          and
          which shall be retained by the Company in the Servicing File or delivered
          to the
          Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
          Warranties and Servicing Agreement.

        


        1.
          The
          original Mortgage Note endorsed "Pay to the order of _______________________,
          without recourse," and signed via original signature in the name of the
          Company
          by an authorized officer, with all intervening endorsements showing a complete
          chain of title from the originator to the Company, together with any applicable
          riders. In no event may an endorsement be a facsimile endorsement. If the
          Mortgage Loan was acquired by the Company in a merger, the endorsement
          must be
          by "[Company], successor by merger to the [name of predecessor]". If the
          Mortgage Loan was acquired or originated by the Company while doing business
          under another name, the endorsement must be by "[Company] formerly known
          as
          [previous name]". Mortgage Notes may be in the form of a lost note affidavit
          subject to the Purchaser acceptability. 

        


        2.
          The
          original Mortgage (together with a standard adjustable rate mortgage rider)
          with
          evidence of recording thereon, or a copy thereof certified by the public
          recording office in which such mortgage has been recorded or, if the original
          Mortgage has not been returned from the applicable public recording office,
          a
          true certified copy, certified by the Company.

        


        3.
          The
          original or certified copy, certified by the Company, of the Primary Mortgage
          Insurance Policy, if required.

        


        4.
          The
          original Assignment, from the Company to _______________________________,
          or in
          accordance with the Purchaser's instructions, which assignment shall, but
          for
          any blanks requested by the Purchaser, be in form and substance acceptable
          for
          recording. If the Mortgage Loan was acquired or originated by the Company
          while
          doing business under another name, the Assignment must be by "[Company]
          formerly
          known as [previous name]". If the Mortgage Loan was acquired by the Company
          in a
          merger, the endorsement must be by "[Company], successor by merger to the
          [name
          of predecessor]". None of the Assignments are blanket assignments of
          mortgage.

        


        5.
          The
          original policy of title insurance, including riders and endorsements thereto,
          or if the policy has not yet been issued, a written commitment or interim
          binder
          or preliminary report of title issued by the title insurance or escrow
          company.

        


        6.
          Originals of all recorded intervening Assignments, or copies thereof, certified
          by the public recording office in which such Assignments have been recorded
          showing a complete chain of
          title
          from the originator to the Company, with evidence of recording thereon,
          or a
          copy thereof certified by the public recording office in which such Assignment
          has been recorded or, if the original Assignment has not been returned
          from the
          applicable public recording office, a true certified copy, certified by
          the
          Company.

        


        7.
          Originals, or copies thereof certified by the public recording office in
          which
          such documents have been recorded, of each assumption, extension, modification,
          written assurance or substitution agreements, if applicable, or if the
          original
          of such document has not been returned from the applicable public recording
          office, a true certified copy, certified by the Company. 

        


        8.
          If the
          Mortgage Note or Mortgage or any other material document or instrument
          relating
          to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
          the
          original or copy of power of attorney or other instrument that authorized
          and
          empowered such person to sign bearing evidence that such instrument has
          been
          recorded, if so required in the appropriate jurisdiction where the Mortgaged
          Property is located, or a copy thereof certified by the public recording
          office
          in which such instrument has been recorded or, if the original instrument
          has
          not been returned from the applicable public recording office, a true certified
          copy, certified by the Company.

        


        9.
          Reserved.

        


        10.
          Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending
          or
          real estate settlement procedure forms required by law.

        


        11.
          Residential loan application.

        


        12.
          Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
          equivalent.

        


        13.
          Credit report on the mortgagor.

        


        14.
          Business credit report, if applicable.

        


        15.
          Residential appraisal report and attachments thereto.

        


        16.
          The
          original of any guarantee executed in connection with the Mortgage
          Note.

        


        17.
          Verification of employment and income except for Mortgage Loans originated
          under
          a limited documentation program, all in accordance with Company's underwriting
          guidelines.

        


        18.
          Verification of acceptable evidence of source and amount of down payment,
          in
          accordance with the Company's underwriting guidelines.

        


        19.
          Photograph of the Mortgaged Property (may be part of appraisal)

        .


        20.
          Survey of the Mortgaged Property, if any.

        


        21.
          Sales
          contract, if applicable.

        


        22.
          If
          available, termite report, structural engineer’s report, water portability and
          septic certification.

        


        23.
          Any
          original security agreement, chattel mortgage or equivalent executed in
          connection with the Mortgage.

        


        24.
          Name
          affidavit, if applicable.

        


        Notwithstanding
          anything to the contrary herein, the Company may provide one certificate
          for all
          of the Mortgage Loans indicating that the documents were delivered for
          recording.

        
 

        EXHIBIT
          B

        


        CUSTODIAL
          ACCOUNT LETTER AGREEMENT

        


        ______________,
          2005

        


        To:   [_______________________]
          

         (the
          "Depository")

        


        As
          "Company" under the Purchase, Warranties and Servicing Agreement, dated
          as of
          [_____________________] 1, 200[_] (the "Agreement"), we hereby authorize
          and
          request you to establish an account, as a Custodial Account pursuant to
          Section
          4.04 of the Agreement, to be designated as
          "[______________________________________], in trust for the [Purchaser],
          Owner
          of Mortgage Loans". All deposits in the account shall be subject to withdrawal
          therefrom by order signed by the Company. This letter is submitted to you
          in
          duplicate. Please execute and return one original to us.

        
          	 	 	 
	 	
                  [__________________________]

                
	 
 	 
 	 
	 	  	
                  By:____________________________

                   

                
	 	
                  Name:__________________________

                   

                
	 	Title:___________________________ 




        The
          undersigned, as "Depository", hereby certifies that the above described
          account
          has been established under Account Number [__________], at the office of
          the
          depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above. The full amount deposited at any time in the account will
          be
          insured up to applicable limits by the Federal Deposit Insurance Corporation
          through the Bank Insurance Fund or the Savings Association Insurance Fund
          or
          will be invested in Permitted Investments as defined in the
          Agreement.

        
          	 	 	 
	 	
                  [__________________________]

                
	 
 	 
 	 
	 	  	
                  By:____________________________

                   

                
	 	
                  Name:__________________________

                   

                
	 	Title:___________________________ 




        EXHIBIT
          C

        


        ESCROW
          ACCOUNT LETTER AGREEMENT

        _____________,
          2005

        


        To:    [_______________________]

         (the
          "Depository")

        


        As
          “Company” under the Purchase Warranties and Servicing Agreement, dated as of
          [____________________]1, 200[_] (the "Agreement"), we hereby authorize
          and
          request you to establish an account, as an Escrow Account pursuant to Section
          4.06 of the Agreement, to be designated as "[__________________________],
          in
          trust for the [Purchaser], Owner of Mortgage Loans, and various Mortgagors."
          All
          deposits in the account shall be subject to withdrawal therefrom by order
          signed
          by the Company. This letter is submitted to you in duplicate. Please execute
          and
          return one original to us.

        
          
            	 	 	 
	 	
                    [__________________________]

                  
	 
 	 
 	 
	 	  	
                    By:____________________________

                     

                  
	 	
                    Name:__________________________

                     

                  
	 	Title:___________________________ 




        

        The
          undersigned, as "Depository", hereby certifies that the above described
          account
          has been established under Account Number __________, at the office of
          the
          depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above. The full amount deposited at any time in the account will
          be
          insured up to applicable limits by the Federal Deposit Insurance Corporation
          through the Bank Insurance Fund or the Savings Association Insurance Fund
          or
          will be invested in Permitted Investments as defined in the
          Agreement.

        
          
            	 	 	 
	 	
                    [__________________________]

                  
	 
 	 
 	 
	 	  	
                    By:____________________________

                     

                  
	 	
                    Name:__________________________

                     

                  
	 	Title:___________________________ 


          

           

        

        


        EXHIBIT
          D

        


        FORM
          OF
          PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

        


        This
          is a
          Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
          Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (
“Assignor”), ___________________ ( “Assignee”), and Mid America Bank, fsb (
“Company”).

        


        In
          consideration of the mutual promises contained herein the parties hereto
          agree
          that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
          1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company
          for
          Assignor and its successors and assigns pursuant to the Purchase, Warranties
          and
          Servicing Agreement, dated as of _________, 200__, between Assignor and
          Company
          (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
          Capitalized terms used herein but not defined shall have the meanings ascribed
          to them in the Purchase Agreement.

        


        Purchase,
          Assignment and Assumption

        


        1. Assignor
          hereby grants, transfers and assigns to Assignee all of the right, title
          and
          interest of Assignor in the Assigned Loans and, as they relate to the Assigned
          Loans, all of its right, title and interest in, to and under the Purchase
          Agreement.

        


        2. Simultaneously
          with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
          Amount” as set forth in that certain letter agreement, dated as of _________
          ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
          its expense, shall have caused to be delivered to Assignee or its designee
          the
          Mortgage File for each Assigned Loan in Assignor's or its custodian's
          possession, as set forth in the Purchase Agreement, along with, for each
          Assigned Loan, an endorsement of the Mortgage Note from the Company, in
          blank,
          and an assignment of mortgage in recordable form from the Company, in blank.
          Assignee shall pay the Funding Amount by wire transfer of immediately available
          funds to the account specified by Assignor. Assignee shall be entitled
          to all
          scheduled payments due on the Assigned Loans after ___________, 200__ and
          all
          unscheduled payments or other proceeds or other recoveries on the Assigned
          Loans
          received on and after _____________, 200__.

        


        Representations,
          Warranties and Covenants

        


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

        


        (a) Attached
          hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
          which agreement is in full force and effect as of the date hereof and the
          provisions of which have not been waived, amended or modified in any respect,
          nor has any notice of termination been given thereunder;

         

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

        


        (c) There
          are
          no offsets, counterclaims or other defenses available to Company with respect
          to
          the Assigned Loans or the Purchase Agreement;

         

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

        


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

        


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


         

        (g) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignor in connection with the execution, delivery or performance by Assignor
          of this PAAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

        


        (h) Neither
          Assignor nor anyone acting on its behalf has offered, transferred, pledged,
          sold
          or otherwise disposed of the Assigned Loans or any interest in the Assigned
          Loans, or solicited any offer to buy or accept a transfer, pledge or other
          disposition of the Assigned Loans, or any interest in the Assigned Loans
          or
          otherwise approached or negotiated with respect to the Assigned Loans,
          or
          any interest in the Assigned Loans with any Person in any manner, or made
          any
          general solicitation by means of general advertising or in any other manner,
          or
          taken any other action which would constitute a distribution of the Assigned
          Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
          would render the disposition of the Assigned Loans a violation of Section
          5 of
          the 1933 Act or require registration pursuant thereto.

         

         

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

         

        


        (a) Assignee
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its organization and has all requisite power and authority
          to
          acquire, own and purchase the Assigned Loans;

        


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


        


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

        


        (d) Assignee
          agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
          of the Purchase Agreement with respect to the Assigned Loans, and from
          and after
          the date hereof, Assignee assumes for the benefit of each of Assignor and
          Company all of Assignor's obligations as “Purchaser” thereunder but solely with
          respect to such Assigned Loans.

         

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

         

        (a) Attached
          hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
          which agreement is in full force and effect as of the date hereof and the
          provisions of which have not been waived, amended or modified in any respect,
          nor has any notice of termination been given thereunder; 

        


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

        


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

        


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

        


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

        


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


        


        Recognition
          of Assignee

        


        6. From
          and
          after the date hereof, Company shall recognize Assignee as owner of the
          Assigned
          Loans and will service the Assigned Loans in accordance with the Purchase
          Agreement. It is the intention of Assignor, Company and Assignee that this
          PAAR
          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, waiver, or otherwise alter any of the terms or
          provisions of the Purchase Agreement which amendment, modification, waiver
          or
          other alteration would in any way affect the Assigned Loans without the
          prior
          written consent of Assignee.

        


         

        Miscellaneous

        


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

         

        


        
          	
                	(a)	
                  In
                    the case of Company,

                


        

        


        Mid
          America Bank, fsb

        2650
          Warrenville Road, Suite 500

        Downers
          Grove, Illinois 60515

        Attention:
          Theresa Mann

        Fax:
          (630) 799-7964

        


        and
          with
          respect to notices relating to servicing matters:

        


        Mid
          America Bank, fsb

        2650
          Warrenville Road, Suite 500

        Downers
          Grove, Illinois 60515

        Attention:
          Ann Ryan

        Fax:
          (630) 799-7964

        


        
          	
                	(b)	
                  In
                    the case of Assignor,

                


        

        


        ____________________

        ____________________

        ____________________

        ____________________

        ____________________ 

        


        
          	
                	(c)	
                  In
                    the case of Assignee,

                


        

        
 

        EMC
          Mortgage Corporation 

        Mac
          Arthur Ridge II 

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          Texas 75038

        Attention:
          Raylene Ruyle

        Telecopier
          No.: (972) 444-2810

        


        with
          a
          copy to:

        


        Bear,
          Stearns & Co. Inc.

        383
          Madison Avenue

        New
          York,
          New York 10179

        Attention:
          Steve Trombetta

        Telecopier
          No.: (212) 272-[___]

        


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

        


        9. This
          PAAR
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

        


        10. No
          term
          or provision of this PAAR 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.

        


        11. This
          PAAR
          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.

        


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

        


        13. This
          PAAR
          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.

        


        14. In
          the
          event that any provision of this PAAR Agreement conflicts with any provision
          of
          the Purchase Agreement with respect to the Assigned Loans, the terms of
          this
          PAAR Agreement shall control. In the event that any provision of this PAAR
          Agreement conflicts with any provision of
          the
          Confirmation with respect to the Assigned Loans, the terms of this PAAR
          Agreement shall control.

        


        


        [Modification
          of Purchase Agreement

        


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

        


        (a)   
          The
          following definitions are added to Section 1.01 of the Purchase
          Agreement:

        


        Securities
          Administrator:      
          ________________________

        


        Supplemental
          PMI Insurer:    ________________________

        


        Supplemental
          PMI Policy:    
The
          primary guarantee insurance policy of the Supplemental PMI Insurer attached
          hereto as Exhibit [_], or any successor Supplemental PMI Policy given to
          the
          Servicer by the Assignee.

        


        Trustee:        ________________________

        


        (b)   
          The
          following definition is amended and restated:

        


        Insurance
          Proceeds: Proceeds
          of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy,
          any title
          policy, any hazard insurance policy or any other insurance policy covering
          a
          Mortgage Loan or other related Mortgaged Property, including any amounts
          required to be deposited in the Custodial Account pursuant to Section 4.04,
          to
          the extent such proceeds are not to be applied to the restoration of the
          related
          Mortgaged Property or released to the Mortgagor in accordance with Accepted
          Servicing Practices.

        


        (c)   
          The
          following are added as the fourth, fifth and sixth paragraphs of Section
          4.08:

        


        “In
          connection with its activities as servicer, the Company agrees to prepare
          and
          present, on behalf of itself and the Purchaser, claims to the Supplemental
          PMI
          Insurer with respect to the Supplemental PMI Policy and, in this regard,
          to take
          such action as shall be necessary to permit recovery under any Supplemental
          PMI
          Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04,
          any
          amounts collected by the Company under any Supplemental PMI Policy shall
          be
          deposited in the Custodial Account, subject to withdrawal pursuant to Section
          4.05.

        


        In
          accordance with the Supplemental PMI Policy, the Company shall provide
          to the
          Supplemental PMI Insurer any required information regarding the Mortgage
          Loans.

        


        The
          Company shall provide to the [Securities Administrator] on a monthly basis
          via
          computer tape, or other mutually acceptable format, the unpaid principal
          balance, insurer certificate number, lender loan number, and premium due
          the
          Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
          PMI
          Policy. In addition, the Company agrees to forward to the


        Purchaser
          and the [Securities Administrator] any statements or other reports given
          by the
          Supplemental PMI Insurer to the Servicer in connection with a claim under
          the
          Supplemental PMI Policy.”

        


        (d)   
          Clause
          (vi) of Section 9.01 is amended to read as follows:

        


        “Company
          ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan
          seller or
          servicer for more than thirty days, or the Company fails to meet the servicer
          eligibility requirements of the Supplemental PMI Insurer; or”]

         

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

        
          	 	 	 
	 	
                  EMC
                    MORTGAGE CORPORATION

                  Assignor

                
	 
 	 
 	 
 
	 	  	By:
                  __________________________
	 	
                  Name:________________________

                
	 	Title:______________________


        

         

        
          
            	 	 	 
	 	
                    
                      _________________________________

                      Assignee

                    

                  
	 
 	 
 	 
 
	 	  	By:_______________________________
	 	Name:_____________________________
	 	Title:__________________________


             

            
              
                	 	 	 
	 	
                        
                          
                            MID
                              AMERICA BANK, FSB

                            Company

                          

                        

                      
	 
 	 
 	 
 
	 	  	By:_______________________________
	 	Name:_____________________________
	 	Title:__________________________




            

          

        

        ATTACHMENT
          1

        


        ASSIGNED
          LOAN SCHEDULE

        



        ATTACHMENT
          2

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        



        EXHIBIT
          E

        


        FORM
          OF
          TRIAL BALANCE

        



        EXHIBIT
          G

        


        REQUEST
          FOR RELEASE OF DOCUMENTS AND RECEIPT

        


        RE:    
          Mortgage
          Loan #___________________________________

        BORROWER:__________________________________________________

        PROPERTY:
          __________________________________________________

        


        


        Pursuant
          to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
          the
          Company and the Purchaser, the undersigned hereby certifies that he or
          she is an
          officer of the Company requesting release of the documents for the reason
          specified below. The undersigned further certifies that:

        


        (Check
          one of the items below)

        


        _____ On
          _________________, the above captioned Mortgage Loan was paid in full or
          that
          the Company has been notified that payment in full has been or will be
          escrowed.
          The Company hereby certifies that all amounts with respect to this loan
          which
          are required under the Agreement have been or will be deposited in the
          Custodial
          Account as required.

        


        _____ The
          above
          captioned Mortgage Loan is being repurchased pursuant to the terms of the
          Agreement. The Company hereby certifies that the repurchase price has been
          credited to the Custodial Account as required under the Agreement.

        


        _____ The
          above
          captioned Mortgage Loan is being placed in foreclosure and the original
          documents are required to proceed with the foreclosure action. The Company
          hereby certifies that the documents will be returned to the Purchaser in
          the
          event of reinstatement.

        


        _____ Other
          (explain)

        


        _______________________________________________________

        _______________________________________________________

        


        All
          capitalized terms used herein and not defined shall have the meanings assigned
          to them in the Agreement.

         

        Based
          on
          this certification and the indemnities provided for in the Agreement, please
          release to the Company all original Mortgage Loan Documents in your possession
          relating to this loan.

        


        Dated:_________________

        
          	 	 	 	 
	By:	 	 	 
	
                  
                    

                  

                	 	 	
                
	
                  Signature

                	 	 	 


        

        ___________________________________

        Title

        


        Send
          documents to: _____________________________________________

        _____________________________________________

        _____________________________________________

        


        Acknowledgement:

        


        The
          Purchaser hereby acknowledges that all original documents previously released
          on
          the above captioned Mortgage Loan have been returned and received by the
          Purchaser.

        


        


        Dated:________________

        


        By:________________________________

        Signature

        


        _______________________________

        Title

         

         

        EXHIBIT
          H

        


        COMPANY’S
          UNDERWRITING GUIDELINES

        



        EXHIBIT
          I

        


        


        TERM
          SHEET

        


        This
          TERM
          SHEET (the "Term Sheet") dated _____________, between Mid America Bank,
          fsb,
          located at 2650 Warrenville Road, Suite 500, Downers Grove, Illinois 60515
          (the
“Company”) and EMC Mortgage Corporation, a Delaware corporation, located at Mac
          Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
          (the
          "Purchaser") is made pursuant to the terms and conditions of that certain
          Purchase, Warranties and Servicing Agreement, as amended (the "Agreement")
          dated
          as of February 1, 2006, between the Company and the Purchaser, the provisions
          of
          which are incorporated herein as if set forth in full herein, as such terms
          and
          conditions may be modified or supplemented hereby. All initially capitalized
          terms used herein unless otherwise defined shall have the meanings ascribed
          thereto in the Agreement. 

        


        The
          Purchaser hereby purchases from the Company and the Company hereby sells
          to the
          Purchaser, all of the Company’s right, title and interest in and to the Mortgage
          Loans on a servicing retained basis described on the Mortgage Loan Schedule
          annexed hereto as Schedule
          I,
          pursuant to and in accordance with the terms and conditions set forth in
          the
          Agreement, as same may be supplemented or modified hereby. Hereinafter,
          the
          Company shall service the Mortgage Loans for the benefit of the Purchaser
          and
          all subsequent transferees of the Mortgage Loans pursuant to and in accordance
          with the terms and conditions set forth in the Agreement. 

        


        1.    Definitions

        


        For
          purposes of the Mortgage Loans to be sold pursuant to this Term Sheet,
          the
          following terms shall have the following meanings:

        


        Aggregate
          Principal Balance

        (as
          of
          the Cut-Off Date):    

        


        Closing
          Date:    

        


        Custodian:    

        


        Cut-off
          Date:    

        


        Initial
          Weighted Average

        Mortgage
          Loan Remittance Rate:  

        


        Mortgage
          Loan:    

        


        Purchase
          Price Percentage:   

        


        Servicing
          Fee Rate:   

        Additional
          Closing Conditions: 

        


        In
          addition to the conditions specified in the Agreement, the obligation of
          each of
          the Company and the Purchaser is subject to the fulfillment, on or prior
          to the
          applicable Closing Date, of the following additional conditions: [None].
          

        


        Additional
          Loan Documents: 

        


        In
          addition to the contents of the Mortgage File specified in the Agreement,
          the
          following documents shall be delivered with respect to the Mortgage Loans:
          [None].

        


        [Additional]
          [Modification] of Representations and Warranties:

         

        [In
          addition to the representations and warranties set forth in the Agreement,
          as of
          the date hereof, the Company makes the following additional representations
          and
          warranties with respect to the Mortgage Loans: [None]. [Notwithstanding
          anything
          to the contrary set forth in the Agreement, with respect to each Mortgage
          Loan
          to be sold on the Closing Date, the representation and warranty set forth
          in
          Section ______ of the Agreement shall be modified to read as
          follows:]

        


        Except
          as
          modified herein, the Agreement shall remain in full force and effect as
          of the
          date hereof.

         

        IN
          WITNESS WHEREOF, the parties hereto have caused their names to be signed
          hereto
          by their respective duly authorized officers as of the date first above
          written.

         

        
          
            	 	 	 
	 	
                    
                      
                        MID
                          AMERICA BANK, FSB

                      

                    

                  
	 
 	 
 	 
	 	  	By:_______________________________
	 	Name:_____________________________
	 	Title:__________________________



             

            
              
                	 	 	 
	 	
                        
                          
                            EMC
                              MORTGAGE CORPORATION

                          

                        

                      
	 
 	 
 	 
 
	 	  	By:_______________________________
	 	Name:_____________________________
	 	Title:__________________________


  

            

          

        

        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


        AMENDMENT
          NUMBER ONE

        to
          the

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        


        Dated
          as
          of February 1, 2006

        


        between

        


        EMC
          MORTGAGE CORPORATION, 

        as
          Purchaser

        


        and

        


        MID
          AMERICA BANK, FSB,

        as
          Company

        


        This
          AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this
          1st
          day of
          February, 2006, by and between EMC Mortgage Corporation, a Delaware corporation,
          as purchaser (the “Purchaser”) and Mid America Bank, fsb, as company (the
“Company”) in connection with the Purchase, Warranties and Servicing Agreement,
          dated as of February 1, 2006, between the above mentioned parties (the
          “Agreement”). This Amendment is made pursuant to Section 11.02 of the
          Agreement.

        


        RECITALS

         

        WHEREAS,
          the parties hereto have entered into the Agreement; 

        


        WHEREAS,
          the Agreement provides that the parties thereto may enter into an amendment
          to
          the Agreement;

        


        WHEREAS,
          the parties hereto desire to amend the Agreement as set forth in this Amendment;
          and

        


        NOW,
          THEREFORE, in consideration of the premises and for other good and valuable
          consideration, the receipt and sufficiency of which is hereby acknowledged,
          the
          parties hereto agree as follows:

        


        1.    
           Capitalized
          terms used herein and not defined herein shall have the meanings assigned
          to
          such terms in the Agreement. 

        


        2.      Article
          I
          of the Agreement is hereby amended effective as of the date hereof by adding
          the
          following definitions to Section 1.01: 

        


        Commission
          or SEC:
          The
          Securities and Exchange Commission.

        


        Delinquency
          Recognition Policies:
          The
          delinquency recognition policies set forth in Exhibit Q.

        


        Depositor:
          The
          depositor, as such term is defined in Regulation AB, with respect to any
          Pass-Through Transfer.

        


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

        


        Master
          Servicer:
          With
          respect to any Pass-Through Transfer, the “master servicer,” if any, identified
          in the related transaction documents.

        


        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.

        


        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-purchase or post-purchase quality assurance procedures (which
          may
          involve, among other things, review of a sample of 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.

        


        Regulation
          AB:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as 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.

        


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

        


        Servicing
          Criteria:
          As of
          any date of determination, the “servicing criteria” set forth in Item 1122(d) of
          Regulation AB, or any amendments thereto, a summary of the requirements
          of which
          as of the date hereof is attached hereto as Exhibit
          M
          for
          convenience of reference only. In the event of a conflict or inconsistency
          between the terms of Exhibit
          M
          and the
          text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation
          AB
          shall control (or those Servicing Criteria otherwise mutually agreed to
          by the
          Purchaser, the Company and any Person that will be responsible for signing
          any
          certification required under the Sarbanes-Oxley Act of 2002 with respect
          to a
          Pass-Through Transfer in response to evolving interpretations of Regulation
          AB
          and incorporated into a revised Exhibit
          M).

        


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

        


        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.
          

        


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

        


        3.      Article
          I
          of the Agreement is hereby amended effective as of the date hereof by deleting
          in its entirety the definition of Subservicer in Section 1.01 and replacing
          it
          with the following:

        


        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.
          Any subservicer shall meet the qualifications set forth in Section
          4.01.

        


        4.      Article
          I
          of the Agreement is hereby amended effective as of the date hereof by deleting
          in its entirety the definition of Principal Prepayment in Section 1.01
          and
          replacing it with the following:

        


        Principal
          Prepayment:
          Any
          payment or other recovery of principal on a Mortgage Loan full or partial
          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.

        


        5.      Article
          III of the Agreement is hereby amended effective as of the date hereof
          by
          revising Section 3.01(n) as follows (new text underlined):

        


        (n) Company
          has delivered to the Purchaser financial statements of its parent, for
          its last
          two complete fiscal years as requested. All such financial information
          fairly
          presents the pertinent results of operations and financial position for
          the
          period identified and has been prepared in accordance with GAAP throughout
          the
          periods involved, except as set forth in the notes thereto. There has been
          no
          change in the servicing
          policies and procedures,
          business, operations, financial condition, properties or assets of the
          Company
          since the date of the Company’s financial information that would have a material
          adverse effect on its ability to perform its obligations under this
          Agreement;

        


        6.      Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.01(p):

        


        (p) As
          of the
          date of each Pass-Through Transfer, and except as has been otherwise disclosed
          to the Purchaser, any Master Servicer and any Depositor: (1) no default
          or
          servicing related performance trigger has occurred as to any other
          securitization due to any act or failure to act of the Company; (2) no
          material
          noncompliance with applicable servicing criteria as to any other securitization
          has occurred, been disclosed or reported by the Company; (3) 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; (4) no material changes to the Company’s servicing policies and
          procedures for similar loans has occurred in the preceding three years;
          (5)
          there are no aspects of the Company’s financial condition that could have a
          material adverse impact on the performance by the Company of its obligations
          hereunder; (6) there are no legal proceedings pending, or known to be
          contemplated by governmental authorities, against the Company that could
          be
          material to investors in the securities issued in such Pass-Through Transfer;
          and (7) there are no affiliations, relationships or transactions relating
          to the
          Company of a type that are described under Item 1119 of Regulation
          AB.

        


        7.      Article
          III of the Agreement is hereby amended effective as of the date hereof
          by adding
          the following new Section 3.02(iii):

        


        With
          respect to each Mortgage Loan, information regarding the borrower credit
          files
          related to such Mortgage Loan has been furnished to credit reporting agencies
          in
          compliance with the provisions of the Fair Credit Reporting Act and the
          applicable implementing regulations.

        


        8.      Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          adding
          this sentence after the first sentence of Section 4.01:

        


        In
          addition, the Company shall furnish information regarding the borrower
          credit
          files related to such Mortgage Loan to credit reporting agencies in compliance
          with the provisions of the Fair Credit Reporting Act and the applicable
          implementing regulations.

        


        9.     Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          deleting in its entirety the last paragraph of Section 4.02 and replacing
          it
          with the following:

        


        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.

        


        10.   Article
          IV of the Agreement is hereby amended effective as of the date hereof by
          revising the first paragraph of Section 4.03 by adding the following after
          the
          first sentence:

        


        In
          determining the delinquency status of any Mortgage Loan, the Company will
          use
Delinquency
          Recognition Policies to be provided by EMC or
          as
          described to and approved by the Purchaser, and shall revise these policies
          as
          reasonably requested by the Purchaser from time to time.

        


        11.   Article
          V
          of the 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.

        


        The
          Company shall furnish to Purchaser an individual loan accounting report,
          as of
          the last Business Day of each month, in the Company's assigned loan number
          order
          to document Mortgage Loan payment activity on an individual Mortgage Loan
          basis.
          With respect to each month, the corresponding individual loan accounting
          report
          shall be received by the Purchaser no later than the fifth Business Day
          of the
          following month on a disk or tape or other computer-readable format in
          such
          format as may be mutually agreed upon by both Purchaser and Company, and
          no
          later than the fifth Business Day of the following month in hard copy,
          and shall
          contain the following:

        


        (i)      with
          respect to each Mortgage Loan and each Monthly Payment, the amount of such
          remittance allocable to principal (including a separate breakdown of any
          Principal Prepayment, including the date of such prepayment, and any prepayment
          penalties or premiums, along with a detailed report of interest on principal
          prepayment amounts remitted in accordance with Section 4.04);

        


        (ii)      with
          respect to each Mortgage Loan and each Monthly Payment, the amount of such
          remittance allocable to interest;

        


        (iii)      with
          respect to each Mortgage Loan, the amount of servicing compensation received
          by
          the Company during the prior distribution period;

        


        (iv)      the
          Stated Principal Balance of each Mortgage Loan and the aggregate Stated
          Principal Balance of all Mortgage Loans as of the first day of the distribution
          period and the last day of the distribution period;

        


        (v)      with
          respect to each Mortgage Loan, the current Mortgage Interest Rate;

        


        (vi)      with
          respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
          Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds
          received during the prior distribution period;

        


        (vii)      with
          respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
          paid by the Company in accordance with Section 4.04(viii) during the prior
          distribution period; 

        


        (viii)      the
          beginning and ending balances of the Custodial Account and Escrow
          Account;

        


        (ix)      the
          number of Mortgage Loans as of the first day of the distribution period
          and the
          last day of the distribution period; 

        


        (x)      with
          respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
          Loan (a) delinquent as grouped in the following intervals through final
          liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days
          or
          more; (b) as to which foreclosure has commenced; and (c) as to which REO
          Property has been acquired;

        


        (xi)      with
          respect to each Mortgage Loan, the amount and severity of any realized
          loss
          following liquidation of such Mortgage Loan; 

        


        (xii)      with
          respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
          the
          amount of any Monthly Advances made by the Company during the prior distribution
          period; 

        


        (xiii)      with
          respect to each Mortgage Loan, a description of any Servicing Advances
          made by
          the Company with respect to such Mortgage Loan including the amount, terms
          and
          general purpose of such Servicing Advances, and the aggregate amount of
          Servicing Advances for all Mortgage Loans during the prior distribution
          period;

        


        (xiv)      with
          respect to each Mortgage Loan, a description of any Nonrecoverable Advances
          made
          by the Company with respect to such Mortgage Loan including the amount,
          terms
          and general purpose of such Nonrecoverable Advances, and the aggregate
          amount of
          Nonrecoverable Advances for all Mortgage Loans during the prior distribution
          period;

        


        (xv)      with
          respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
          Advances and Nonrecoverable Advances reimbursed to the Company with respect
          to
          such Mortgage Loan during the prior distribution period pursuant to Section
          4.05, and the source of funds for such reimbursement, and the aggregate
          amount
          of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
          reimbursed to the Company for all Mortgage Loans during the prior distribution
          period pursuant to Section 4.05; 

        


        (xvi)      with
          respect to any Mortgage Loan, a description of any material modifications,
          extensions or waivers to the terms, fees, penalties or payments of such
          Mortgage
          Loan during the prior distribution period or that have cumulatively become
          material over time;

        


        (xvii)    a
          description of any material breach of a representation or warranty set
          forth in
          Section 3.01 or Section 3.02 herein or of any other breach of a covenant
          or
          condition contained herein and the status of any resolution of such
          breach;

        


        (xviii)    
          with
          respect to each Mortgage Loan, the Stated Principal Balance of any substitute
          Mortgage Loan provided by the Company and the Stated Principal Balance
          of any
          Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance
          with Section 3.03 herein; and

        


        (xix)     with
          respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
          Loan
          that has been repurchased by the Company in accordance with Section 3.03
          herein.

        


        In
          addition, the Company shall provide to the Purchaser such other information
          known or available to the Company that is necessary in order to provide
          the
          distribution and pool performance information as required under Item 1121
          of
          Regulation AB, as amended from time to time, as determined by the Purchaser
          in
          its sole discretion. The Company shall also provide a monthly report, in
          the
          form of Exhibit
          E
          hereto,
          or such other form as is mutually acceptable to the Company, the Purchaser
          and
          any Master Servicer, Exhibit
          F
          with
          respect to defaulted mortgage loans and Exhibit
          P,
          with
          respect to realized losses and gains, with each such report. 

        


        The
          Company shall prepare and file any and all information statements or other
          filings required to be delivered to any governmental taxing authority or
          to
          Purchaser pursuant to any applicable law with respect to the Mortgage Loans
          and
          the transactions contemplated hereby. In addition, the Company shall provide
          Purchaser with such information concerning the Mortgage Loans as is necessary
          for Purchaser to prepare its federal income tax return as Purchaser may
          reasonably request from time to time.

        


        In
          addition, not more than ninety (90) days after the end of each calendar
          year,
          the Company shall furnish to each Person who was a Purchaser at any time
          during
          such calendar year an annual statement in accordance with the requirements
          of
          applicable federal income tax law as to the aggregate of remittances for
          the
          applicable portion of such year.

        


        12.      Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          deleting Section 6.04 in its entirety and replacing it with the
          following:

        


        Section
          6.04 Annual
          Statement as to Compliance; Annual Certification.

        


        (a) The
          Company will deliver to the Purchaser and any Master Servicer, not later
          than
          March 1 of each calendar year beginning in 2007, an officers’ certificate
          acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as to
          each signatory thereof, that (i) a review of the activities of the Company
          during the preceding calendar year and of performance under this Agreement
          or
          other applicable servicing agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
          review, the Company has fulfilled all of its obligations under this Agreement
          or
          other applicable servicing agreement in all material respects throughout
          such
          year, or, if there has been a failure to fulfill any such obligation in
          any
          material respect, specifying each such failure known to such officer and
          the
          nature and status of cure provisions thereof. Such Annual Statement of
          Compliance shall contain no restrictions or limitations on its use that
          would
          prohibit the Purchaser, the Depositor or any Master Servicer to comply
          with the
          Securities Act, the Exchange Act and the rules and regulations of the Commission
          thereunder, and its filing under such laws and regulations. Copies of such
          statement shall be provided by the Company to the Purchaser upon request
          and by
          the Purchaser to any Person identified as a prospective purchaser of the
          Mortgage Loans. In the event that the Company has delegated any servicing
          responsibilities with respect to the Mortgage Loans to a Subservicer, the
          Company shall deliver an Annual Statement of Compliance of the Subservicer
          as
          described above as to each Subservicer as and when required with respect
          to the
          Company.

        


        (b) With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          by March 1 of each calendar year beginning in 2007, an officer of the Company
          shall execute and deliver an officer’s certificate (an “Annual Certification”)
          to the Purchaser, any Master Servicer and any related Depositor for the
          benefit
          of each such entity and such entity’s affiliates and the officers, directors and
          agents of any such entity and such entity’s affiliates, in the form attached
          hereto as Exhibit
          L.
          In the
          event that the Company has delegated any servicing responsibilities with
          respect
          to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual
          Certification of the Subservicer as described above as to each Subservicer
          as
          and when required with respect to the Company.

        


        (c) If
          the
          Company cannot deliver the related Annual Statement of Compliance and Annual
          Certification by March 1st
          of such
          year, the Purchaser, at its sole option, may permit a cure period for the
          Company to deliver such Annual Statement of Compliance and Annual Certification,
          but in no event later than March 15th
          of such
          year.

        


        (d) Failure
          of the Company to timely comply with this Section 6.04 shall be deemed
          an Event
          of Default, automatically, without notice and without any cure period,
          unless
          otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser
          may,
          in addition to whatever rights the Purchaser may have under Sections 3.03
          and
          8.01 and at law or equity or to damages, including injunctive relief and
          specific performance, terminate all the rights and obligations of the Company
          under this Agreement and in and to the Mortgage Loans and the proceeds
          thereof
          without compensating the Company for the same, as provided in Section 9.01.
          Such
          termination shall be considered with cause pursuant to Section 10.01 of
          this
          Agreement. This paragraph shall supercede any other provision in this Agreement
          or any other agreement to the contrary.

        


        13.      Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          deleting Section 6.05 in its entirety and replacing it with the
          following:

        


        Section
          6.05 [Reserved]

        


        14.      Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 6.07:

        


        Section
          6.07 Assessment
          of Compliance with Servicing Criteria.

        


        On
          and
          after January 1, 2006, the Company shall service and administer, and shall
          cause
          each subservicer to servicer or administer, the Mortgage Loans in accordance
          with all applicable requirements of the Servicing Criteria.

        


        With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          the Company shall deliver to the Purchaser or its designee, any Master
          Servicer
          and any Depositor on or before March 1 of each calendar year beginning
          in 2007,
          a report (an “Assessment of Compliance”) reasonably satisfactory to the
          Purchaser, any Master Servicer and any Depositor regarding the Company’s
          assessment of compliance with the Servicing Criteria during the preceding
          calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act
          and
          Item 1122 of Regulation AB or as otherwise reasonably required by the Master
          Servicer, which as of the date hereof, require a report by an authorized
          officer
          of the Company that contains the following:

        


        (a) A
          statement by such officer of its responsibility for assessing compliance
          with
          the Servicing Criteria applicable to the Company;

        


        (b) A
          statement by such officer that such officer used the Servicing Criteria
          to
          assess compliance with the Servicing Criteria applicable to the
          Company;

        


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

        


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

        


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

        


        Such
          report at a minimum shall address each of the Servicing Criteria specified
          on a
          certification substantially in the form of Exhibit
          O
          hereto
          delivered to the Company concurrently with the execution of this
          Agreement.

        


        With
          respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
          on or before March 1 of each calendar year beginning in 2007, the Company
          shall
          furnish to the Purchaser or its designee, any Master Servicer and any Depositor
          a report (an “Attestation Report”) by a registered public accounting firm that
          attests to, and reports on, the Assessment of Compliance made by the Company,
          as
          required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
          of
          Regulation AB or as otherwise reasonably required by the Master Servicer,
          which
          Attestation Report must be made in accordance with standards for attestation
          reports issued or adopted by the Public Company Accounting Oversight Board.
          

        


        The
          Company shall cause each Subservicer, and each Subcontractor determined
          by the
          Company pursuant to Section 11.20 to be “participating in the servicing
          function” within the meaning of Item 1122 of Regulation AB, to deliver to the
          Purchaser, any Master Servicer and any Depositor an assessment of compliance
          and
          accountants’ attestation as and when provided in Sections 6.07.

        


        If
          the
          Company cannot deliver the related Assessment of Compliance or Attestation
          Report by March 1st
          of such
          year, the Purchaser, at its sole option, may permit a cure period for the
          Company to deliver such Assessment of Compliance or Attestation Report,
          but in
          no event later than March 15th
          of such
          year.

        


        Failure
          of the Company to timely comply with this Section 6.07 shall be deemed
          an Event
          of Default, automatically, without notice and without any cure period,
          unless
          otherwise agreed to by the Purchaser as described herein, and Purchaser
          may, in
          addition to whatever rights the Purchaser may have under Sections 3.03
          and 8.01
          and at law or equity or to damages, including injunctive relief and specific
          performance, terminate all the rights and obligations of the Company under
          this
          Agreement and in and to the Mortgage Loans and the proceeds thereof without
          compensating the Company for the same, as provided in Section 9.01. Such
          termination shall be considered with cause pursuant to Section 10.01 of
          this
          Agreement. This paragraph shall supercede any other provision in this Agreement
          or any other agreement to the contrary.

        


        15.      Article
          VI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 6.08:

        


        Section
          6.08 Intent
          of the Parties; Reasonableness.

        


        The
          Purchaser and the Company acknowledge and agree that a purpose of Sections
          3.01(p), (q), (r) and (s), 5.02, 6.04, 6.07, 11.18 and 11.20 of this Agreement
          is to facilitate compliance by the Purchaser and any Depositor with the
          provisions of Regulation AB and related rules and regulations of the Commission.
          None of the Purchaser, any Master Servicer or 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 Pass-Through
          Transfer, 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.

        


        16.      Article
          IX of the Agreement is hereby amended effective as of the date hereof by
          deleting the first sentence of the last paragraph of Section 9.01 and replacing
          it with the following (new text underlined):

        


        Then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Purchaser, by notice in writing to the Company (except in
          the case
          of an Event of Default under clauses (iii), (iv) or (v) above, or
          as
          otherwise stated herein,
          in
          which case, automatically and without notice) Company may, in addition
          to
          whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
          at law
          or equity or to damages, including injunctive relief and specific performance,
          terminate all the rights and obligations of the Company (and
          if the Company is servicing any of the Mortgage Loans in a Pass-Through
          Transfer, appoint a successor servicer reasonably acceptable to any Master
          Servicer for such Pass-Through Transfer)
          under
          this Agreement and in and to the Mortgage Loans and the proceeds thereof
          without
          compensating the Company for the same.

         

        17.      Article
          IX of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following at the end of the last paragraph of Section 9.01:

        


        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.

         

        18.      Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          restating Section 11.18 in its entirety as follows:

        


        Section
          11.18. Cooperation
          of Company with a Reconstitution.

        


        The
          Company and the Purchaser agree that with respect to some or all of the
          Mortgage
          Loans, on or after the related Closing Date, on one or more dates (each
          a
          "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
          effect
          a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
          then
          subject to this Agreement, without recourse, to:

        


        (a)      one
          or
          more third party purchasers in one or more in whole loan transfers (each,
          a
          "Whole Loan Transfer"); or

        


        (b)      one
          or
          more trusts or other entities to be formed as part of one or more Pass-Through
          Transfers.

        


        The
          Purchaser and the Company agree that in no event shall there be more than
          three
          (3) Reconstitutions per Mortgage Loan pool.

        


        The
          Company agrees to execute in connection with any agreements among the Purchaser,
          the Company, and any servicer in connection with a Whole Loan Transfer,
          an
          Assignment, Assumption and Recognition Agreement substantially in the form
          of
Exhibit
          D
          hereto,
          or, at Purchaser’s request, a seller's warranties and servicing agreement or a
          participation and servicing agreement or similar agreement in form and
          substance
          reasonably acceptable to the parties, and in connection with a Pass-Through
          Transfer, a pooling and servicing agreement in form and substance reasonably
          acceptable to the parties, (collectively the agreements referred to herein
          are
          designated, the “Reconstitution Agreements”). It is understood that any such
          Reconstitution Agreements will not contain any greater obligations on the
          part
          of Company than are contained in this Agreement. Notwithstanding anything
          to the
          contrary in this Section 11.18, the Company agrees that it is required
          to
          perform the obligations described in Exhibit
          K
          hereto.

        


        With
          respect to each Whole Loan Transfer and each Pass-Through Transfer entered
          into
          by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
          and any prospective purchaser with respect to all reasonable requests and
          due
          diligence procedures; (2) to execute, deliver and perform all Reconstitution
          Agreements required by the Purchaser; (3) to restate the representations
          and
          warranties set forth in this Agreement as of the settlement or closing
          date in
          connection with such Reconstitution (each, a "Reconstitution Date").


        


        In
          addition, the Company shall provide to such servicer or issuer, as the
          case may
          be, and any other participants in such Reconstitution: 

        


        (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 (excluding that protected by the attorney-client privilege unless
          waived) or otherwise, as the Purchaser or any such other participant shall
          request upon reasonable demand; 

        


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

        


        (iii)      within
          5
          Business Days after request by the Purchaser, the information with respect
          to
          the Company (as originator) and each Third-Party Originator of the Mortgage
          Loans as required under Item 1110(a) and (b) of Regulation AB, a summary
          of the
          requirements of which has of the date hereof is attached hereto as Exhibit
          N
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion. If requested by the Purchaser, this will include information
          about
          the applicable credit-granting or underwriting criteria;

        


        (iv)      within
          5
          Business Days after request by the Purchaser, 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 (i) the Company, if the Company is an originator of Mortgage
          Loans
          (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
          and/or (ii) 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)
          and (c) 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;

        


        (v)      within
          5
          Business Days after request by the Purchaser, information with respect
          to the
          Company (as servicer) as required by Item 1108(b) and (c) of Regulation
          AB, a
          summary of the requirements of which as of the date hereof is attached
          hereto as
Exhibit
          N
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion. In the event that the Company has delegated any servicing
          responsibilities with respect to the Mortgage Loans to a Subservicer, the
          Company shall provide the information required pursuant to this clause
          with
          respect to the Subservicer;

        


        (vi)   
               within
          5
          Business Days after request by the Purchaser, 

        (a)
          information regarding any legal proceedings pending (or known to be
          contemplated) against the Company (as originator and as servicer) and each
          other
          originator of the Mortgage Loans and each Subservicer as required by Item
          1117
          of Regulation AB, a summary of the requirements of which as of the date
          hereof
          is attached hereto as Exhibit N for convenience of reference only, as determined
          by Purchaser in its sole discretion,

        (b)
          information regarding affiliations with respect to the Company (as originator
          and as servicer) and each other originator of the Mortgage Loans and each
          Subservicer as required by Item 1119(a) of Regulation AB, a summary of
          the
          requirements of which as of the date hereof is attached hereto as Exhibit
          N
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion, and

        (c)
          information regarding relationships and transactions with respect to the
          Company
          (as originator and as servicer) and each other originator of the Mortgage
          Loans
          and each Subservicer as required by Item 1119(b) and (c) of Regulation
          AB, a
          summary of the requirements of which as of the date hereof is attached
          hereto as
Exhibit
          N
          for
          convenience of reference only, as determined by Purchaser in its sole
          discretion; 

        


        (vii)       
          if
          so
          requested by the Purchaser, 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, or to any financial information included in
          any
          other disclosure provided under this Section 11.18, 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 Pass-Through Transfer. 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; 

        


        (viii)     
          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) (i) within
          two (2)
          Business Days of the event described below, provide 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 Pass-Through Transfer between the Company,
          any
          Subservicer or any Third-Party Originator and any of the parties specified
          in
          clause (D) of paragraph (a) of this Section (and any other parties identified
          in
          writing by the requesting party) with respect to such Pass-Through Transfer,
          (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 (ii)
          provide to the Purchaser, any Master Servicer and any Depositor a description
          of
          such proceedings, affiliations or relationships; 

         

        All
          notification pursuant to this Section 11.18 (viii)(B) 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 11.18 (viii)(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

        


        (ix)     
          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 (unless such successor has been appointed by the Purchaser,
          any
          Master Servicer or any Depositor), the Company shall provide to the Purchaser,
          any Master Servicer, and any Depositor, at least 15 calendar days prior
          to the
          effective date of such succession or appointment, (x) written notice to
          the
          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 its reporting obligation under Item 6.02
          of
          Form 8-K with respect to any class of asset-backed securities; 

        


        (x)     
          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 days
          prior to the deadline for the filing of any distribution report on Form
          10-D in
          respect of any Pass-Through Transfer 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);
          and

        


        (xi)     
          The Company shall provide, as requested, 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.

        


        In
          the
          event of a conflict or inconsistency between the terms of Exhibit N and
          the text
          of the applicable Item of Regulation AB as cited above, the text of Regulation
          AB, its adopting release and other public statements of the SEC shall
          control.

        


        (xii)      If
          so
          requested by the Purchaser or any Depositor on any date, the Company shall,
          within five Business Days following such request, confirm in writing the
          accuracy of the representations and warranties set forth in Section 3.01(p)
          of
          this Agreement 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.

        


        The
          Company shall indemnify the Purchaser, each affiliate of the Purchaser,
          and each
          of the following parties participating in a Pass-Through Transfer: each
          sponsor
          and issuing entity; each Person (including, but not limited to, any Master
          Servicer, if applicable) responsible for the preparation, execution or
          filing of
          any report required to be filed with the Commission with respect to such
          Pass-Through Transfer, or for execution of a certification pursuant to
          Rule
          13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
          Pass-Through Transfer; each broker dealer acting as underwriter, placement
          agent
          or initial purchaser, each Person who controls any of such parties or the
          Depositor (within the meaning of Section 15 of the Securities Act and Section
          20
          of the Exchange Act); and the respective present and former directors,
          officers,
          employees, agents and affiliates of each of the foregoing and of the Depositor
          (each, an “Indemnified Party”), 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)v
          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 this Section 11.18 by or on behalf of the Company,
          or
          provided under this Section 11.18 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 11.18,
          including
          particularly any failure by the Company, any Subservicer, any Subcontractor
          or
          any Third-Party Originator to deliver any information, report, certification,
          accountants’ letter or other material when and as required under this Section
          11.18, including any failure by the Company to identify pursuant to Section
          11.20 any Subcontractor “participating in the servicing function” within the
          meaning of Item 1122 of Regulation AB; 

        


        (iii)     
          any breach by the Company of a representation or warranty set forth in
          Section
          3.01 or in a writing furnished pursuant to Section 3.01(q) and made as
          of a date
          prior to the closing date of the related Pass-Through Transfer, 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
          3.01(q) to the extent made as of a date subsequent to such closing date;
          or

         

        (iv)      the
          gross
          negligence, bad faith or willful misconduct of the Company in connection
          with
          its performance under this Section
          11.18;

        provided,
          however, that the Purchaser shall indemnify the Company and its present
          and
          former directors, officers, and employees and 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 from any untrue statement or alleged
          untrue statement of a material fact or the omission or alleged omission
          to state
          a material fact required to be stated in order to make the statements therein,
          in the light of the circumstances under which they were made, not misleading,
          contained in any prospectus or prospectus supplement containing Company
          Information not arising out of or based upon the Company
          Information.

        


          If
          the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless an Indemnified Party, then the Company agrees that it shall contribute
          to the amount paid or payable by such Indemnified Party as a result of
          any
          claims, losses, damages or liabilities incurred by such Indemnified Party
          in
          such proportion as is appropriate to reflect the relative fault of such
          Indemnified Party on the one hand and the Company on the other. 

          

          In
          the
          case of any failure of performance described above, 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 Pass-Through Transfer,
          or for
          execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
          under
          the Exchange Act with respect to such Pass-Through Transfer, 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.

        


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

        


        The
          Purchaser agrees to reimburse the Company for its reasonable out-of-pocket
          expenses incurred in connection with any Reconstitution hereunder; provided,
          however, such amount shall not exceed $5,000 and shall be remitted by the
          Purchaser upon written request from the Company which shall be accompanied
          with
          receipts or bills detailing such expenses; provided, further, in the event
          that
          such amount exceeds $5,000, the Purchaser shall reimburse the Company if
          the
          Purchaser approves in writing of such expenses prior to when incurred by
          the
          Company.

        


        19.      Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 11.20:

        


        Section
          11.20. Use
          of
          Subservicers and Subcontractors.

        


        (a)      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 (b) of this Section. 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 (d) of this Section. 

        


        (b)      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 and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18
          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
          3.01(r) of this Agreement. The Company shall be responsible for obtaining
          from
          each Subservicer and delivering to the Purchaser, any Master Servicer and
          any
          Depositor any Annual Statement of Compliance required to be delivered by
          such
          Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation
          Report required to be delivered by such Subservicer under Section 6.07
          and any
          Annual Certification required under Section 6.04(b) as and when required
          to be
          delivered.

        


        (c)      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, any Master Servicer 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.

        


        (d)      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 6.07 and 11.18 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 Report and the other certificates required to be delivered
          by such
          Subservicer and such Subcontractor under Section 6.07, in each case as
          and when
          required to be delivered.

        


        20.      Article
          XI of the Agreement is hereby amended effective as of the date hereof by
          adding
          the following new Section 11.21:

        


        Section
          11.21. 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.

        


        21.      The
          Agreement is hereby amended as of the date hereof by deleting Exhibit E
          in its
          entirety and replacing it with the following:

         

        EXHIBIT
          E

        


        REPORTING
          DATA FOR MONTHLY REPORT

        


        
          	
                  Standard
                    File Layout - Master Servicing

                
	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        


        22.      The
          Agreement is hereby amended as of the date hereof by adding the following
          new
          Exhibit F:


        EXHIBIT
          F

        


        REPORTING
          DATA FOR DEFAULTED LOANS

        


        Standard
          File Layout - Delinquency Reporting

        


        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	
                   

                	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	
                   

                	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	
                   

                	
                   

                
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	
                   

                	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	
                   

                	
                   

                
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	
                   

                	
                   

                
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	
                   

                	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	
                   

                	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	
                   

                	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	
                   

                	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	
                   

                	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	
                   

                	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	
                   

                	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	
                   

                	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	
                   

                	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	
                   

                	
                   

                
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	
                   

                	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	
                   

                	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	
                   

                	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	
                   

                	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	
                   

                	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	
                   

                	
                   

                
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	
                   

                	
                   

                
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	
                   

                	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	
                   

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	
                   

                	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	
                   

                	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	
                   

                	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	
                   

                	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	
                   

                	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	
                   

                	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

         

        Exhibit
          2: Standard
          File Codes - Delinquency Reporting

         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

         

        
          	·  	
                  ASUM-Approved
                    Assumption

                


        

         

        
          	·  	
                  BAP-Borrower
                    Assistance Program

                


        

         

        
          	·  	
                  CO-
                    Charge Off

                


        

         

        
          	·  	
                  DIL-
                    Deed-in-Lieu

                


        

         

        
          	·  	
                  FFA-
                    Formal Forbearance Agreement

                


        

         

        
          	·  	
                  MOD-
                    Loan Modification

                


        

         

        
          	·  	
                  PRE-
                    Pre-Sale

                


        

         

        
          	·  	
                  SS-
                    Short Sale

                


        

         

        
          	·  	
                  MISC-Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

         

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

         

        The
          Occupant
          Code
          field should show the current status of the property code as
          follows:

         

        
          	·  	
                  Mortgagor

                


        

         

        
          	·  	
                  Tenant

                


        

         

        
          	·  	
                  Unknown
                    

                


        

         

        
          	·  	
                  Vacant

                


        

         

        The
          Property
          Condition
          field should show the last reported condition of the property as follows:
          

         

        
          	·  	
                  Damaged

                


        

         

        
          	·  	
                  Excellent

                


        

         

        
          	·  	
                  Fair

                


        

         

        
          	·  	
                  Gone

                


        

         

        
          	·  	
                  Good

                


        

         

        
          	·  	
                  Poor

                


        

         

        
          	·  	
                  Special
                    Hazard

                


        

         

        
          	·  	
                  Unknown

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

         

        The
          FNMA
          Delinquent Reason Code
          field should show the Reason for Delinquency as follows: 

         

        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

         

        The
          FNMA
          Delinquent Status Code
          field should show the Status of Default as follows: 

         

        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

         

        23.     The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit K:

        


        EXHIBIT
          K

        


        COMPANY’S
          OBLIGATIONS IN CONNECTION 

        WITH
          A
          RECONSTITUTION

        


        •      The
          Company shall (i) possess the ability to service to a securitization documents;
          (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the
          liquidation of an REO Property), (iii) make compensating interest payments
          on
          payoffs and curtailments and (iv) remit and report to a Master Servicer
          in
          format acceptable to such Master Servicer by the 10th calendar day of each
          month.

        


        •      The
          Company shall provide an acceptable annual certification (officer’s certificate)
          to the Master Servicer (as required by the Sarbanes-Oxley Act of 2002)
          as well
          as any other annual certifications required under the securitization documents
          (i.e. the annual statement as to compliance/annual independent certified
          public
          accountants’ servicing report due by March 1 of each year).

        


        •      The
          Company shall allow for the Purchaser, the Master Servicer or their designee
          to
          perform a review of audited financials and net worth of the
          Company.

        


        •      The
          Company shall provide a Uniform Single Attestation Program certificate
          and
          Management Assertion as requested by the Master Servicer or the
          Purchaser.

        


        •      The
          Company shall provide information on each Custodial Account as requested
          by the
          Master Servicer or the Purchaser, and each Custodial Accounts shall comply
          with
          the requirements for such accounts as set forth in the securitization
          documents.

        


        •      The
          Company shall maintain its servicing system in accordance with the requirements
          of the Master Servicer.

         

        24.  
          The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit L:

        


        EXHIBIT
          L

        


        FORM
          OF
          COMPANY CERTIFICATION

        


        Re: The
          [ ]
          agreement dated as of [ l,
          200[ ]
          (the “Agreement”), among [IDENTIFY PARTIES]

        


        I,
          ____________________________, the _______________________ of [NAME OF COMPANY]
          (the “Company”), certify to [the Purchaser], [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:

        


        I
          have
          reviewed the servicer compliance statement of the Company provided in accordance
          with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
          assessment of the Company’s compliance with the servicing criteria set forth in
          Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
          with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
          amended
          (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
          Assessment”), the registered public accounting firm’s attestation report
          provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and
          Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
          reports, officer’s certificates and other information relating to the servicing
          of the Mortgage Loans by the Company during 200[ ] that were delivered
          by the
          Company to the [Depositor] [Master Servicer] [Securities Administrator]
          [Trustee] pursuant to the Agreement (collectively, the “Company Servicing
          Information”);

        


        Based
          on
          my knowledge, the Company Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Company Servicing Information;

        


        Based
          on
          my knowledge, all of the Company Servicing Information required to be provided
          by the Company under the Agreement has been provided to the [Depositor]
          [Master
          Servicer] [Securities Administrator] [Trustee];

        


        I
          am
          responsible for reviewing the activities performed by the Company as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Servicing Assessment or the Attestation Report,
          the
          Company has fulfilled its obligations under the Agreement in all material
          respects; and

        


        The
          Compliance Statement required to be delivered by the Company pursuant to
          this
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Company and by any Subservicer and Subcontractor 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.

        


        25.     
          The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit M:

        


        EXHIBIT
          M

        


        SUMMARY
          OF REGULATION AB

        SERVICING
          CRITERIA

        


        NOTE:
          This Exhibit M is provided for convenience of reference only. In the event
          of a
          conflict or inconsistency between the terms of this Exhibit M and the text
          of
          Regulation AB, the text of Regulation AB, its adopting release and other
          public
          statements of the SEC shall control. 

        


        Item
          1122(d)

         

        
          	(a)  
                    	
                  General
                    servicing considerations.

                


        

         

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

         

        (2)  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.

         

        (3)  Any
          requirements in the transaction agreements to maintain a back-up servicer
          for
          the mortgage loans are maintained.

         

        (4)  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.

         

        
          	(b)  
                    	
                  Cash
                    collection and administration.

                


        

         

        (1)  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.

         

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

         

        (3)  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.

         

        (4)  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.

         

        (5)  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.

         

        (6)  Unissued
          checks are safeguarded so as to prevent unauthorized access.

         

        (7)  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.

         

        
          	(c)  
                    	
                  Investor
                    remittances and reporting.

                


        

         

        (1)  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.

         

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

         

        (3)  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.

         

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

         

        
          	(d)   
                   	
                  Mortgage
                    Loan administration.

                


        

         

        (1)  Collateral
          or security on mortgage loans is maintained as required by the transaction
          agreements or related mortgage loan documents.

         

        (2)  Mortgage
          loan and related documents are safeguarded as required by the transaction
          agreements.

         

        (3)  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.

         

        (4)  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.

         

        (5)  The
          Servicer’s records regarding the mortgage loans agree with the Servicer’s
          records with respect to an obligor’s unpaid principal balance.

         

        (6)  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 mortgage
          loan documents.

         

        (7)  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.

         

        (8)  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).

         

        (9)  Adjustments
          to interest rates or rates of return for mortgage loans with variable rates
          are
          computed based on the related mortgage loan documents.

         

        (10)  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.

         

        (11)  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.

         

        (12)  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.

         

        (13)  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.

         

        (14)  Delinquencies,
          charge-offs and uncollectable accounts are recognized and recorded in accordance
          with the transaction agreements.

         

        (15)  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.

        


        26.           The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit N:

        EXHIBIT
          N

        


        SUMMARY
          OF APPLICABLE REGULATION AB REQUIREMENTS

        


        NOTE:
          This Exhibit N is provided for convenience of reference only. In the event
          of a
          conflict or inconsistency between the terms of this Exhibit N and the text
          of
          Regulation AB, the text of Regulation AB, its adopting release and other
          public
          statements of the SEC shall control. 

         

        Item
          1105(a)(1)-(3) and (c)

        


        -    
          Provide static pool information with respect to mortgage loans that were
          originated or purchased by the Company and which are of the same type as
          the
          Mortgage Loans.

         

        -    
          Provide static pool information regarding delinquencies, cumulative losses
          and
          prepayments for prior securitized pools of the Company.

         

        -    
          If the Company has less than 3 years experience securitizing assets of
          the same
          type as the Mortgage Loans, provide the static pool information by vintage
          origination years regarding loans originated or purchased by the Company,
          instead of by prior securitized pool. A vintage origination year represents
          mortgage loans originated during the same year.

         

        -    
          Such static pool information shall be for the prior five years, or for
          so long
          as the Company has been originating or purchasing (in the case of data
          by
          vintage origination year) or securitizing (in the case of data by prior
          securitized pools) such mortgage loans if for less than five years.

         

        -    
          The static pool information for each vintage origination year or prior
          securitized pool, as applicable, shall be presented in monthly increments
          over
          the life of the mortgage loans included in the vintage origination year
          or prior
          securitized pool.

         

        -    
          Provide summary information for the original characteristics of the prior
          securitized pools or vintage origination years, as applicable and material,
          including: number of pool assets, original pool balance, weighted average
          initial loan balance, weighted average mortgage rate, weighted average
          and
          minimum and maximum FICO, product type, loan purpose, weighted average
          and
          minimum and maximum LTV, distribution of loans by mortgage rate, and geographic
          concentrations of 5% or more.

         

        Item
          1108(b) and (c)

        


        Provide
          the following information with respect to each servicer that will service,
          including interim service, 20% or more of the mortgage loans in any loan
          group
          in the securitization issued in the Pass-Through Transfer: 

         

        -    
          a description of the Company’s form of organization;

         

        -    
          a description of how long the Company has been servicing residential mortgage
          loans; a general discussion of the Company’s experience in servicing assets of
          any type as well as a more detailed discussion of the Company’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 Company’s portfolio of mortgage loans of the type similar to
          the Mortgage Loans and information on factors related to the Company that
          may be
          material to any analysis of the servicing of the Mortgage Loans or the
          related
          asset-backed securities, as applicable, including whether any default or
          servicing related performance trigger has occurred as to any other
          securitization due to any act or failure to act of the Company, whether
          any
          material noncompliance with applicable servicing criteria as to any other
          securitization has been disclosed or reported by the Company, and the extent
          of
          outsourcing the Company uses;

         

        -    
          a description of any material changes to the Company’s policies or procedures in
          the servicing function it will perform under this Agreement and any
          Reconstitution Agreements for mortgage loans of the type similar to the
          Mortgage
          Loans during the past three years;

         

        -    
          information regarding the Company’s financial condition to the extent that there
          is a material risk that the effect on one or more aspects of servicing
          resulting
          from such financial condition could have a material impact on the performance
          of
          the securities issued in the Pass-Through Transfer, or on servicing of
          mortgage
          loans of the same asset type as the Mortgage Loans;

         

        -    
          any special or unique factors involved in servicing loans of the same type
          as
          the Mortgage Loans, and the Company’s processes and procedures designed to
          address such factors;

         

        -    
          statistical information regarding principal and interest advances made
          by the
          Company on the Mortgage Loans and the Company’s overall servicing portfolio for
          the past three years; and

         

        -    
          the Company’s process for handling delinquencies, losses, bankruptcies and
          recoveries, such as through liquidation of REO Properties, foreclosure,
          sale of
          the Mortgage Loans or workouts.

         

        Item
          1110(a)

        


        -    
          Identify any originator or group of affiliated originators that originated,
          or
          is expected to originate, 10% or more of the mortgage loans in any loan
          group in
          the securitization issued in the Pass-Through Transfer.

         

        Item
          1110(b)

        


        Provide
          the following information with respect to any originator or group of affiliated
          originators that originated, or is expected to originate, 20% or more of
          the
          mortgage loans in any loan group in the securitization issued in the
          Pass-Through Transfer:

         

        -    
          the Company’s form of organization; and

         

        -    
          a description of the Company’s origination program and how long the Company has
          been engaged in originating residential mortgage loans, which description
          must
          include a discussion of the Company’s experience in originating mortgage loans
          of the same type as the Mortgage Loans and information regarding the size
          and
          composition of the Company’s origination portfolio as well as information that
          may be material to an analysis of the performance of the Mortgage Loans,
          such as
          the Company’s credit-granting or underwriting criteria for mortgage loans of the
          same type as the Mortgage Loans.

         

        Item
          1117

        


        -    
          describe any legal proceedings pending against the Company or against any
          of its
          property, including any proceedings known to be contemplated by governmental
          authorities, that may be material to the holders of the securities issued
          in the
          Pass-Through Transfer.

         

        Item
          1119(a)

        


        -    
          describe any affiliations of the Company, each other originator of the
          Mortgage
          Loans and each Subservicer with the sponsor, depositor, issuing entity,
          trustee,
          any originator, any other servicer, any significant obligor, enhancement
          or
          support provider or any other material parties related to the Pass-Through
          Transfer.

         

        Item
          1119(b)

        


        -    
          describe any business relationship, agreement, arrangement, transaction
          or
          understanding entered into outside of the ordinary course of business or
          on
          terms other than those obtained in an arm’s length transaction with an unrelated
          third party, apart from the Pass-Through Transfer, between the Company,
          each
          other originator of the Mortgage Loans and each Subservicer, or their respective
          affiliates, and the sponsor, depositor or issuing entity or their respective
          affiliates, that exists currently or has existed during the past two years,
          that
          may be material to the understanding of an investor in the securities issued
          in
          the Pass-Through Transfer.

         

        Item
          1119(c)

        


        -    
          describe any business relationship, agreement, arrangement, transaction
          or
          understanding involving or relating to the Mortgage Loans or the Pass-Through
          Transfer, including the material terms and approximate dollar amount involved,
          between the Company, each other originator of the Mortgage Loans and each
          Subservicer, or their respective affiliates and the sponsor, depositor
          or
          issuing entity or their respective affiliates, that exists currently or
          has
          existed during the past two years.

         

        27.      The
          Agreement is hereby amended effective as of the date hereof by adding the
          following new Exhibit O:

        


        EXHIBIT
          O

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        


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

        


        
          	
                  Servicing
                    Criteria 

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                   

                	
                  General
                    Servicing Considerations

                	
                   

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  X

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	
                   

                
	
                  1122(d)(1)(iv)

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

                	
                  X

                
	
                   

                	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                
	
                  1122(d)(2)(iii)

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

                	
                  X

                
	
                  1122(d)(2)(iv)

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

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  X

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  X

                
	
                   

                	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  X

                
	
                  1122(d)(4)(vi)

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

                	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  X

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xv)

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

                	
                   

                
	
                   

                	
                   

                	
                   

                


        

         

        [NAME
          OF COMPANY] [NAME OF SUBSERVICER]

         

        Date: _________________________

         

         

        By: _________________________

        Name:
          

        Title:
          

        


        28.     The
          Agreement is hereby amended as of the date hereof by adding the following
          new
          Exhibit P:


        EXHIBIT
          P

        


        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. 

        1.  

         

        2.  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.

         

        3.         Credits:
          

         

        14-21. Complete
          as applicable. Required documentation:

         

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

         

        Letter
          of
          Proceeds Breakdown.

         

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

         

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

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         

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

         

        Total
          Realized Loss (or Amount of Any Gain)

         

        23.      The
          total
          derived from subtracting line 22 from 13. If the amount represents a realized
          gain, show
          the
          amount in parenthesis ( ). 

        


        Calculation
          of Realized Loss/Gain Form 332

         

        Prepared
          by: __________________   Date:
          _______________

         

        Phone:
          ______________________ Email Address:_____________________

         

         

        
          	
                  Servicer
                    Loan No.

                	
                   

                	
                  Servicer
                    Name

                	
                   

                	
                  Servicer
                    Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._____________________________

         

        Borrower's
          Name: _________________________________________________________

         

        Property
          Address: _________________________________________________________

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  Short
          Sale Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes 
          No

         

        If
“Yes”,
          provide deficiency or cramdown amount
          _______________________________

         

        Liquidation
          and Acquisition Expenses:

         

        
          
            
              
                	
                        (1)

                      	
                        Actual
                          Unpaid Principal Balance of Mortgage Loan

                      	
                         

                      	$	 	
                        (1)

                      
	
                        (2)

                      	
                        Interest
                          accrued at Net Rate

                      	 	
                         

                      	 	
                        (2)

                      
	
                        (3)

                      	
                        Accrued
                          Servicing Fees

                      	 	
                         

                      	 	
                        (3)

                      
	
                        (4)

                      	
                        Attorney's
                          Fees

                      	 	
                         

                      	 	
                        (4)

                      
	
                        (5)

                      	
                        Taxes
                          (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

                      	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                        HUD
                          Part B

                      	 	 	 	 	 	(18b)
	
                        (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)

                      


              

            

          

        

         

        Escrow
          Disbursement Detail

        


        


        
          	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest

                
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 
	
                   

                   

                	 	 	 	 	 	 


        

        


        29.    
          The
          Agreement is hereby amended as of the date hereof by adding the following
          new
          Exhibit Q:

         

        EXHIBIT
          Q

        


        Delinquency
          Recognition Policies 

        [To
          be
          provided by EMC and mutually agreed by the parties]

         

        30.    
          Except
          as
          amended above, the Agreement shall continue to be in full force and effect
          in
          accordance with its terms.

        


        31.    
          This
          Amendment may be executed by one or more of the parties hereto on any number
          of
          separate counterparts and of said counterparts taken together shall be
          deemed to
          constitute one and the same instrument.

        


        [SIGNATURE
          PAGES FOLLOW]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the following parties 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,

                    as
                      Purchaser

                  
	 
 	 
 	 
 
	 	By:  	
                  
	 	Name:   	
                    

                  
	 	Title: 	
                  


          

            

          
            	 	 	 
	 	
                    
                      
                        MID
                          AMERICA BANK, FSB,

                        as
                          Company

                      

                    

                  
	 
 	 
 	 
 
	 	By:  	
                  
	 	Name:   	
                    

                  
	 	Title: 	
                  


          

        

      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        R-1

      


      FORM
        OF FIFTH THIRD

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

      


      THIS
        ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the “Assignment”) is dated as
        of March 30, 2007, by and among EMC Mortgage Corporation (the “Assignor”), Wells
        Fargo Bank, National Association, as trustee for the holders of Bear Stearns
        Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series
        2007-AC3 (the “Assignee”) and Fifth Third Mortgage Company (the
“Company”).

       

      In
        consideration of the mutual promises and agreements contained herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        hereby are acknowledged, the parties hereto agree that the residential mortgage
        loans (the “Mortgage Loans”) listed on Exhibit A annexed hereto purchased by the
        Assignor from the Company and now serviced by Company for the Assignor and
        its
        successors and assigns pursuant to (a) that certain Purchase, Warranties
        and
        Servicing Agreement, dated as of September 1, 2002, between the Company and
        the
        Assignor, as amended by Amendment Number One, dated as of April 1, 2006,
        between
        the Company and the Assignor (the “Purchase Agreement”) and (b) the term sheet
        dated February 28, 2007, between the Company and the Assignor, (the “Term Sheet”
and together with the Purchase Agreement, the “Agreements”) shall be subject to
        the terms of this Assignment. Capitalized terms used herein but not defined
        shall have the meanings ascribed to them in the Agreements.

       

      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 as in, to and under
        (a) the
        Mortgage Loans and (b) the Agreements with respect to the Mortgage Loans;
        provided, however, that the Assignor is not assigning to the Assignee any
        of its
        right, title or interest, in, to and under the Agreements with respect to
        any
        mortgage loan other than the Mortgage Loans listed on Exhibit A. Notwithstanding
        anything to the contrary contained herein, the Assignor specifically reserves
        and does not assign to the Assignee any right, title and interest in, to
        or
        under the representations and warranties contained in Section 3.01 and Section
        3.02 of the Purchase Agreement and in the Term Sheet, and any obligation
        of the
        Company to cure, repurchase or substitute for a mortgage loan and to indemnify
        the Assignor with respect to a breach of such representations and warranties
        pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and
        the
        Assignor is retaining the right to enforce the representations and warranties
        and the obligations of the Company set forth in those sections and in the
        Term
        Sheet against the Company. In addition, the Assignor specifically reserves
        and
        does not assign to the Assignee any right, title and interest in, to or under
        Section 4.03 and Section 4.13 of the Purchase Agreement (but only insofar
        as
        such Sections grant to the Purchaser the right to terminate the servicing
        of
        defaulted Mortgage Loans and/or REO Properties by the Company). 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 Agreements
        or
        otherwise relating to the transaction contemplated herein (including, but
        not
        limited to, any obligation to indemnify the Assignee).

       

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

       

      
        	 	
                (a)

              	
                Attached
                  hereto as Exhibit
                  B
                  are true and accurate copies of the Agreements, which agreements
                  are in
                  full force and effect as of the date hereof and the provisions
                  of which
                  have not been waived, amended or modified in any respect, nor has
                  any
                  notice of termination been given
                  thereunder;

              


      

       

      
        	 	
                (b)

              	
                The
                  Assignor was 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 Agreements 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, the
                  Assignee shall have good title to each and every Mortgage Loan,
                  as well as
                  any and all of the Assignor’s interests, rights and obligations under the
                  Agreements 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
                  Assignor
                  with respect to the Mortgage Loans or the
                  Agreements;

              


      

       

      
        	 	
                (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 to consummate
                  the
                  transactions set forth herein. The consummation of the transactions
                  contemplated by this Assignment 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 the Assignor or its property is subject. The execution, delivery
                  and
                  performance by the Assignor of this Assignment 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
                  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, 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 Company prior to
                  the date
                  hereof pursuant to Section 2.07 of the Purchase Agreement with
                  respect to
                  the Mortgage Loans and has not received, and has not requested
                  from the
                  Company, any additional documents.

              


      

       

      3. The
        Assignee represents, warrants and covenants with the Assignor and the Company
        that:

       

      
        	 	
                (a)

              	
                The
                  Assignee 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 acquire, own and purchase
                  the
                  Mortgage Loans;

              


      

       

      
        	 	
                (b)

              	
                The
                  Assignee has full power and authority to execute, deliver and perform
                  under this Assignment, and to consummate the transactions set forth
                  herein. The consummation of the transactions contemplated by this
                  Assignment 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 bylaws, 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 the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  corporate
                  action of the Assignee. This Assignment 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 the Assignee enforceable against
                  the
                  Assignee in accordance with its terms, except as enforceability
                  thereof
                  may be limited by bankruptcy, insolvency, or reorganization or
                  other
                  similar laws now or hereinafter in effect relating to creditor’s rights
                  generally and by general principles of equity, regardless of whether
                  such
                  enforceability is considered in a proceeding in equity or in
                  law;

              


      

       

      
        	 	
                (c)

              	
                No
                  material 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, or
                  the
                  consummation by it of the transactions contemplated
                  hereby;

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	 	
                (e)

              	
                The
                  Assignee assumes for the benefit of the Trust, all of the rights
                  of the
                  Purchaser under the Agreements with respect to the Mortgage Loans
                  listed
                  on Exhibit
                  A,
                  other than the right to enforce the obligations of the Company
                  under the
                  Agreements.

              


      

       

      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 copy of the Agreements, which agreements
                  are in full
                  force and effect as of the date hereof and the provisions of which
                  have
                  not been waived, amended or modified in any respect, nor has any
                  notice of
                  termination been given thereunder;

              


      

       

      
        	 	
                (b)

              	
                The
                  Company is duly organized, validly existing and in good standing
                  under the
                  laws of the jurisdiction of its incorporation, and has all requisite
                  power
                  and authority to service the Mortgage Loans and to perform its
                  obligations
                  under the Agreements;

              


      

       

      
        	 	
                (c)

              	
                The
                  Company has full corporate power and authority to execute, deliver
                  and
                  perform its obligations under this Assignment, and to consummate
                  the
                  transactions set forth herein. The consummation of the transactions
                  contemplated by this Assignment 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 its charter or by-laws or any
                  legal
                  restriction, or any material agreement or instrument to which it
                  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 the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  corporate
                  action on the part of the Company. This Assignment has been duly
                  executed
                  and delivered by the Company, and, upon the due authorization,
                  execution
                  and delivery by the Assignor and the Assignee, will constitute
                  the valid
                  and legally binding obligation of the Company, enforceable against
                  it in
                  accordance with its terms except as enforceability may be limited
                  by
                  bankruptcy, reorganization, insolvency, moratorium or other similar
                  laws
                  now or hereafter in effect relating to creditors’ rights generally, and by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at
                  law;

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	 	
                (e)

              	
                The
                  Company shall establish a Custodial Account and an Escrow Account
                  under
                  the Agreements in favor of Assignee with respect to the Mortgage
                  Loans
                  separate from the Custodial Account and Escrow Account previously
                  established under the Agreements in favor of the Assignor;
                  and

              


      

       

      
        	 	
                (f)

              	
                Pursuant
                  to Section 11.18 of the Purchase Agreement, the Company hereby
                  restates
                  the representations and warranties set forth in Article III of
                  the
                  Purchase Agreement and in the Term Sheet with respect to the Company
                  and
                  the Mortgage Loans as of the date
                  hereof.

              


      

       

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

       

      
        	 	
                a.

              	
                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;

              


      

       

      
        	 	
                b.

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

              


      

       

      
        	 	
                c.

              	
                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;

              


      

       

      
        	 	
                d.

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

              


      

       

      
        	 	
                e.

              	
                There
                  are no aspects of the Company’s financial condition that could have a
                  material adverse effect on the performance by the Company of its
                  servicing
                  obligations under the Agreements and this
                  Assignment;

              


      

       

      
        	 	
                f.

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

              


      

       

      
        	 	
                g.

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

              


      

       

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

       

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

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      With
        a
        copy to:

      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New
        York,
        NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


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

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        General Counsel 

      Facsimile:
        (469) 759-4714

      


      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:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      6. The
        Company hereby acknowledges that EMC Mortgage Corporation (the “Master
        Servicer”) has been appointed as the master servicer of the Mortgage Loans
        pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2007,
        among BSABS I, the Assignee, the Master Servicer and the Assignor. The Company
        shall deliver all reports required to be delivered under the Agreements
        to:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067 

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

       

      Recognition
        of Assignee

       

      7. From
        and
        after the date hereof the Company shall recognize the Assignee as owner of
        the
        Mortgage Loans, and acknowledges that the Mortgage Loans will be part of
        a
        REMIC. The Company will service the Mortgage Loans in accordance with the
        Agreements, but in no event in a manner that would (i) cause the REMIC to
        fail
        to qualify 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
        in
        Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
        forth
        in Section 860G(d) of the Code). It is the intention of the Assignor, the
        Company and the Assignee that this Agreement shall be binding upon and for
        the
        benefit of the respective successors and assigns of the parties hereto. Neither
        the Company nor the Assignor shall amend or agree to amend, modify, waiver,
        or
        otherwise alter any of the terms or provisions of the Agreements, which
        amendment, modification, waiver or other alteration would in any way affect
        the
        Mortgage Loans without the prior written consent of the Assignee.

       

      The
        Company shall prepare for and deliver to the Assignee and the Master Servicer
        (and the securities administrator, if any) a statement with respect to each
        mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure
        in connection with a defaulted Assigned Loan (“REO Property”) that has been
        rented showing the aggregate rental income received and all expenses incurred
        in
        connection with the management and maintenance of such REO Property at such
        times as is necessary to enable the Assignee (or the securities administrator,
        if any) to comply with the reporting requirements of the REMIC provisions
        of the
        Code. The net monthly rental income, if any, from such REO Property shall
        be
        deposited in the related collection account no later than the close of business
        on each determination date. The Company shall perform, or caused to be
        performed, the tax reporting and withholding related to foreclosures,
        abandonments and cancellation of indebtedness income as specified by Sections
        1445, 6050J and 6050P of the Code by preparing and filing such tax and
        information returns, as may be required. In the event that the Bear Stearns
        Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series
        2007-AC3 acquires any REO Property as aforesaid or otherwise in connection
        with
        a default or default becoming reasonably foreseeable on an Assigned Loan,
        the
        Company shall cause such REO Property to be disposed prior to three years
        after
        its acquisition by the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 or, at the expense of the Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3, request more than 60 days prior to the day on which such
        three-year period would otherwise expire, an extension of the three-year
        grace
        period unless the Assignee (or the securities administrator, if any) shall
        have
        been supplied with an opinion of counsel addressed to the Assignee (and the
        securities administrator, if any) rendered by nationally recognized tax counsel
        specializing in such matters (such opinion not to be an expense of the Trustee
        or the Securities Administrator) to the effect that the holding by the Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3 of such REO Property subsequent to such three-year period
        will
        not result in the imposition of taxes on “prohibited transactions” of any REMIC
        as defined in Section 860F of the Code or cause any REMIC to fail to qualify
        as
        a REMIC, in which case the Bear Stearns Asset Backed Securities I Trust
        2007-AC3, Asset-Backed Certificates, Series 2007-AC3 may continue to hold
        such
        REO Property (subject to any conditions contained in such opinion of counsel).
        Notwithstanding any other provision of the Servicing Agreement, no REO Property
        acquired by the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 shall be rented (or allowed to
        continue to be rented) or otherwise used for the production of income by
        or on
        behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 in such a manner or pursuant to
        any
        terms that would (i) cause such REO Property to fail to qualify as “foreclosure
        property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject
        any REMIC to the imposition of any federal, state or local income taxes on
        the
        income earned from such REO Property under Section 860G(c) of the Code or
        otherwise, unless the Company has agreed to indemnify and hold harmless the
        Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3 with respect to the imposition of any such taxes.

       

      In
        addition, the Company hereby acknowledges that from and after the date hereof,
        the Mortgage Loans will be subject to the terms and conditions of the Pooling
        Agreement pursuant to which the Master Servicer is required to monitor the
        performance by the Company of its servicing obligations under the Agreements
        and
        has the right to enforce the obligations of the Company under the Purchase
        Sale
        and Servicing Agreement with respect to the servicing of the Mortgage Loans.
        Such right will include, without limitation, the right to terminate the Company
        under the Agreements upon the occurrence of an event of default thereunder,
        the
        right to receive all remittances required to be made by the Company under
        the
        Agreements, the right to receive all monthly reports and other data required
        to
        be delivered by the Company under the Agreements, 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.
        In connection therewith, the Company hereby agrees to make all remittances
        required under the Agreements with respect to the Mortgage Loans to the Master
        Servicer for the benefit of the Assignee in accordance with the following
        wire
        transfer instructions:

       

      EMC
        Master Servicing Remittances

      Bank:
        Chase Bank of Texas

      Branch:
        Irving, Texas

      Account
        Name: EMC Mortgage Corporation

      ABA
        #
        113000609

      ACCOUNT
        #
        000000709377717

      Reference:
        M/S Remittance March 1, 2007 Remit for Fifth Third Mortgage Company

      Attention:
        LSBO Group-MS

      


      It
        is the
        intention of the Assignor, the Company and the Assignee that this Agreement
        will
        be a separate and distinct servicing agreement between the Assignee and the
        Company, to the extent of the Mortgage Loans, and shall be binding upon and
        for
        the benefit of the respective successors and assigns of the parties hereto.
        Neither the Company nor the Assignor shall amend or agree to amend, modify,
        waive, or otherwise alter any of the terms or provisions of the Agreements
        which
        amendment, modification, waiver or other alteration would in any way affect
        the
        Mortgage Loans without the prior written consent of the Assignee.

       

      8. Modification
        of the Purchase Agreement :

       

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

       

      (a) The
        following definitions are added to Section 1.01 of the Purchase
        Agreement:

       

      REMIC
        Provisions:
        The
        provisions of the federal income tax law relating to REMICs, which appear
        at
        Sections 860A through 860G of the Code, and related provisions and regulations
        promulgated thereunder, as the foregoing may be in effect from time to
        time.

       

      Master
        Servicer:
        EMC
        Mortgage Corporation.

       

      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.

       

      Trustee:
        Wells
        Fargo Bank, National Association.

       

      (b) The
        definition of “Business Day” in Section 1.01 of the Purchase Agreement is
        deleted in its entirety and replaced with the following definition:

       

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

       

      (c) The
        definition of Eligible Account in Section 1.01 of the Purchase Agreement
        is
        deleted in its entirety and replaced with the following:

       

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

       

      (d) The
        definition of Principal Prepayment in Section 1.01 of the Purchase Agreement
        is
        deleted in its entirety and replaced with the following:

       

      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan full or partial
        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. Partial principal Prepayments shall be applied in
        accordance with the terms of the related Mortgage Note.

       

      (e) The
        definition of Servicing Fee Rate in Section 1.01 of the Purchase Agreement
        is
        deleted in its entirety and replaced with the following:

       

      Servicing
        Fee Rate:
        A per
        annum rate equal to 0.625%.

       

      (f) Section
        3.01(s) of the Purchase Agreement is hereby amended by changing the reference
        in
        Section 3.01(s) of the Purchase Agreement from “15 calendar days” to “30
        calendar days”.

       

      (g) Section
        4.01 of the Purchase Agreement is hereby amended by changing the first sentence
        of the second paragraph to the following:

       

      Consistent
        with the terms of this Assignment and the related Term Sheet, and in accordance
        with the guidelines of EMC’s Master Servicing Asset Authority Levels, attached
        hereto as Exhibit W, the Company may waive, modify or vary any term of any
        Mortgage Loan or consent to the postponement of 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 unless 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 for more than ninety days or forgive any payment
        of principal or interest, reduce or increase the outstanding principal balance
        (except for actual payments of principal) or change the final maturity date
        on
        such Mortgage Loan.

       

      (h) Section
        4.03 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section:

       

      The
        Master Servicer shall fully reimburse the Company for Servicing Advances
        and
        Monthly Advances related to Liquidation Proceeds on the Remittance Date after
        such Servicing Advances and Monthly Advances are approved; provided, however,
        the Company must provide documentation in the form of Exhibit T hereto to
        the
        Master Servicer seeking approval within 90 days of final liquidation of a
        Mortgage Loan. The Master Servicer shall provide such approval or denial
        to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting documentation. The
        Company’s obligation to make such Servicing Advances and Monthly Advances as to
        any Mortgage Loan shall continue through the final liquidation of the Mortgaged
        Property, unless the Company deems such advance nonrecoverable and submits
        an
        Officer’s Certificate in accordance with Section 5.03.

       

      (i) Subsection
        4.05(iii) of the Purchase Agreement is hereby amended by deleting “Liquidation
        Proceeds,” after “limited to related proceeds” in Subsection 4.05(iii) of the
        Purchase Agreement.

       

      (j) Section
        4.05 of the Purchase Agreement is hereby amended by adding the following
        as
        Subsection 4.05(ix):

       

      (vii) to
        reimburse itself for Nonrecoverable Advances, to the extent not reimbursed
        pursuant to clause (ii) or clause (iii), upon prior approval from the Master
        Servicer. The Master Servicer shall provide such approval or denial to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting
        documentation.

       

      (k) Section
        5.02 of the Purchase Agreement is hereby amended by deleting “no later than the
        fifth Business Day of the following month in hard copy, and” after “mutually
        agreed upon by both Purchaser and Company, and” in the first
        paragraph.

       

      (l) The
        second sentence of the second paragraph of Section 5.02 of the Purchase
        Agreement is hereby deleted and replaced with the following:

       

      The
        Company shall also provide a monthly report in the form of Exhibit J and
        Exhibit
        K, with respect to remittances, Exhibit Q, with respect to realized losses
        and
        gains, Exhibit R and Exhibit S, with respect to defaulted mortgage loans,
        Exhibit T, with respect to modified mortgage loans, Exhibit U, with respect
        to
        claims submitted and Exhibit V, with respect to loss severity, with each
        such
        report.

       

      (m) Section
        6.04 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section: 

       

      In
        the
        event the Servicer or any subservicer or subcontractor engaged by it is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to the
        terms of this Agreement, or any other applicable agreement in the case of
        a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Annual Statement of Compliance pursuant to this Section 6.04 or to the related
        section of such other applicable agreement, as the case may be, as to the
        performance of its obligations with respect to the period of time it was
        subject
        to this Agreement or any other applicable agreement, as the case may be,
        notwithstanding any such termination, assignment or resignation.

       

      (n) Section
        6.07 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section:

       

      In
        the
        event the Servicer or any subservicer or subcontractor engaged by it is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to,
        the terms of this Agreement, or any other applicable agreement in the case
        of a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Assessment of Compliance and cause to be provided an Attestation Report pursuant
        to this Section 6.07 or to the related section of such other applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation.

       

      (o) The
        first
        paragrpah of Section 11.04 of the of the Purchase Agreement is hereby deleted
        and replaced with the following:

       

      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
        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.

       

      (p) The
        Purchase Agreement is hereby amended as of the date hereof by deleting in
        its
        entirety and inserting a new Exhibit J to the Purchase Agreement, a copy
        of
        which is annexed hereto as Exhibit C.

       

      (q) The
        Purchase Agreement is hereby amended as of the date hereof by deleting in
        its
        entirety and inserting a new Exhibit K to the Purchase Agreement, a copy
        of
        which is annexed hereto as Exhibit D.

       

      (r) The
        Purchase Agreement is hereby amended as of the date hereof by deleting in
        its
        entirety and inserting a new Exhibit Q to the Purchase Agreement, a copy
        of
        which is annexed hereto as Exhibit E.

       

      (s) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit R to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit F.

       

      (t) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit S to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit G.

       

      (u) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit T to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit H.

       

      (v) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit U to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit I.

       

      (w) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit V to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit J.

       

      (x) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit W to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit K.

       

      9. Notice
        Addresses.

       

      If
        to the
        Assignee:

       

      Wells
        Fargo Bank, National Association

      as
        Trustee

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager BSABS I 2007-AC3

      Telecopier
        No.: (410) 715-2380

       

      If
        to the
        Assignor:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067 

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@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

       

      If
        to the
        Company:

       

      Fifth
        Third Mortgage Company

      38
        Fountain Square Plaza

      MD
        1MOB2Y

      Cincinnatti,
        Ohio 45263

      Attention:Stephen
        Johnson

      Telecopy:
        (513) 358-0893

       

      (10) This
        Assignment shall be construed in accordance with the substantive laws of
        the
        State of New York (without regard to conflict of laws principles other than
        Section 5-1401 of the New York General Obligations Law) and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with such laws, except to the extent preempted by federal law.

       

      (11) From
        and
        after the date hereof, the Company, as servicer shall recognize the Assignee
        as
        the owner of the Mortgage Loans, the Company will service the Mortgage Loans
        in
        accordance with the Agreements for the benefit of the Assignee, and shall
        look
        solely to the Assignee for performance of the obligations of Purchaser under
        the
        Agreements with respect to the Mortgage Loans. From and after the date hereof,
        the Assignee shall recognize the Company as the seller and servicer of the
        Mortgage Loans, and shall look solely to the Company for performance of the
        obligations of the Seller under the Agreements with respect to the Mortgage
        Loans.

       

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

       

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

       

      (14) This
        Assignment shall survive the conveyance of the Mortgage Loans and the assignment
        of the Agreements to the extent of the Mortgage Loans by the Assignor to
        the
        Assignee and the termination of the Agreements.

       

      (15) This
        Assignment may be executed simultaneously in any number of counterparts,
        each of
        which counterparts shall be deemed to be an original, and such counterparts
        shall constitute and be one and the same instrument.

       

      


       

      [SIGNATURE
        PAGE FOLLOWS]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



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

       

      
        	
                EMC
                  MORTGAGE CORPORATION

                the
                  Assignor

              	
                WELLS
                  FARGO BANK, NATIONAL ASSOICATION, the trustee for the holders of
                  Bear
                  Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
                  Certificates, Series 2007-AC3

              
	 	
                the
                  Assignee

              
	 	 
	
                By:
                  _________________________     

              	
                By:
                  __________________________     

              
	Name: ____________________	Name:
                ________________________
	
                Title:
                  ________________________

              	
                Title:
                  _________________________

              
	 	 
	 	 
	
                FIFTH
                  THIRD MORTGAGE COMPANY

              	 
	 	 
	
                By:
                  ____________________________    

              	 
	Name: _______________________	 
	
                Title:
                  ___________________________

              	 
	 	 
	 	 
	
                Acknowledged
                  and Agreed

                 

              	 
	
                EMC
                  MORTGAGE CORPORATION

                Master
                  Servicer 

              	 
	 	 
	
                By:
                  ____________________________     

              	 
	Name: _______________________	 
	
                Title:
                  ___________________________     

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
        A
        TO THE AAR

      Mortgage
        Loan Schedule

      [Provided
        Upon Request]

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B
        TO THE AAR

      


      PURCHASE
        AGREEMENT

      TERM
        SHEET

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
        C
        TO THE AAR

      Exhibit
        J
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - REMITTANCE OVERVIEW REPORT

      


      Remittance
        Overview Report:
        Provides loan level detail regarding the remittance that will be submitted
        to
        EMC Master Servicing and contains the following data fields in the order
        below:

       

      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Master
                    Servicer Loan Number

                	
                  NUMERIC
                    (9,0)

                
	
                  Current
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Loan Number

                	
                  VARCHAR
                    (15)

                
	
                  Cutoff
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    Next Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Servicing
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Scheduled
                    P&I Amount (P & I Constant)

                	
                  NUMERIC
                    (12,2)

                
	
                  ARM
                    Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    ARM Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Beginning
                    Scheduled Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Curtailment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Gross Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Service Fee Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Variance

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  PMI
                    Premium Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Additional
                    Fees Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Scheduled Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Amount Remitted Total (each loan)

                	
                  NUMERIC
                    (12,2)

                
	
                  Beginning
                    Actual Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Curtailments Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Service
                    Fee Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Ending Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    and Interest Advanced Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Calculated
                    Loss to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Collected
                    Interest Not Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Flag

                	
                  VARCHAR
                    (1)

                
	
                  Soldiers
                    and Sailors Old Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Soldiers
                    and Sailors Old P & I

                	
                  NUMERIC
                    (12,2)

                
	
                  Modified
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Stop
                    Advance Flag

                	 
	
                  Stop
                    Advance Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  BPO
                    Value

                	
                  NUMERIC
                    (12,2)

                
	
                  Cash
                    Flow Group

                	
                  VARCHAR
                    (2)

                
	
                  MSP
                    Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Debt
                    Forgiven / Charged Off

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    PITI Payment

                	
                  NUMERIC
                    (12,2)

                
	
                  Bankruptcy
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Modification
                    Status

                	 
	
                  Interest
                    Only Loan

                	
                  VARCHAR
                    (2)

                
	
                  Escrowed
                    Loan

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Escrow Deposit

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    Recoverable Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Non-Recoverable
                    Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  HUD
                    235 Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  HUD
                    235 Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Late
                    Charge Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Buydown
                    Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Buydown Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Monthly
                    Buydown Funds Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Amount Waived

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Waived Reason Code

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Status

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Code

                	
                  VARCHAR
                    (3)

                
	
                  Prefunding
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  3rd
                    Party Recoverable Expenses

                	
                  NUMERIC
                    (12,2)

                


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        D
        TO THE AAR

      Exhibit
        K
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - REMITTANCE SUMMARY REPORT

      


      Remittance
        Summary Report:
        Provides summary data at a deal (investor/category) level regarding the
        remittance that will be submitted to EMC Master Servicing and contains the
        following data fields in the order below:

      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal

                	
                  VARCHAR
                    (15)

                
	
                  Investor
                    

                	
                  VARCHAR
                    (5)

                
	
                  Category

                	
                  VARCHAR
                    (5)

                
	
                  Principal
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailments
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailment
                    Adjustments Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Liquidation
                    Proceeds Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Amounts Called/Collapsed

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Principal Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Interest
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  PMI
                    Premiums Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Soldiers
                    and Sailors Difference

                	
                  NUMERIC
                    (15,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (15,2)

                
	
                  Non
                    Comp Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Prepayment
                    Penalties Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Arrearage
                    Amount Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Aggregate
                    Loss to Trust 

                  Total
                    Manual Adjustments

                	
                  NUMERIC
                    (15,2)

                
	
                  Debt
                    Forgiven/ Charged Off

                	
                  NUMERIC
                    (15,2)

                
	
                  Additional
                    Fees Collected

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Remittance

                	
                  NUMERIC
                    (15,2)

                


        

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        E
        TO THE AAR

      Exhibit
        Q
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - CALCULATION OF GAIN-LOSS DELINQUENT LOANS

      


      EMC
        Master Servicing Calculation of Gain/Loss on Delinquent Loan
        Worksheet

       

      Date:
        _____________          

       

      
        	
                Prepared
                  By

              	
                Phone
                  Number

              	
                Email
                  Address

              
	 	 	 


      

       

      
        	
                Servicer
                  Loan Number

              	
                Servicer
                  Address

              	
                EMC
                  Loan Number

              
	 	 	 


      

       

       

      
        	
                Borrower
                  Name

              	
                Property
                  Address

              
	 	 


      

       

       

      
        	
                Liquidation
                  Type

              	
                REO

              	
                Third
                  Party

              	
                Short
                  Sale

              	
                Charge
                  off

              	
                Deed
                  In Lieu

              
	 	 	 	 	 	 


      

       

      Has
        this loan been previously modified?       
   Yes   No

      Has
        this loan been crammed down in a bankruptcy?  Yes   No

      If
“Yes”,
        provide amount _______________________________

       

      Liquidation
        and Acquisition Expenses:

       

      Amounts
        requiring Amortization Schedule for backup:

       

      
        	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 
	
                Interest
                  Accrued at Net Rate Less Servicing Fees

              	 
	
                Accrued
                  Servicing Fees

              	 


      

       

      


      Amounts
        requiring Additional backup:

       

      
        	
                Attorney’s
                  Fees

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Attorney’s
                  Costs

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Taxes

              	
                Payment
                  history showing disbursements

              	 
	
                Property
                  Maintenance

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Property
                  Inspection

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                PMI/Hazard
                  Insurance Premiums

              	
                Payment
                  history showing disbursements

              	 
	
                Utility
                  Expenses

              	
                Payment
                  history showing disbursements

              	 
	
                Appraisal/BPO
                  Expenses

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                HOA
                  Dues

              	
                Payment
                  history showing disbursements

              	 
	
                Cash
                  For Keys

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Miscellaneous
                  (itemized)

              	
                Requires
                  Itemization and supporting detail

              	 
	
                Total
                  Expenses

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

              	 


      

       

      Credits
        to Loan:

       

      
        	
                Escrow
                  Balance/Advance

              	
                Payment
                  history showing disbursements and ending balance

              	 
	
                Rental
                  Receipts

              	
                Payment
                  history showing application of funds to loan

              	 
	
                Hazard
                  Claim Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                PMI
                  Funds

              	
                EOB
                  document

              	 
	
                Government
                  Insurance Funds (Part A Funds)

              	
                EOB
                  document

              	 
	
                REO
                  Proceeds

              	
                HUD
                  1 Settlement Statement

              	 
	
                Government
                  Insurance Funds (Part B Funds)

              	
                EOB
                  document

              	 
	
                Pool
                  Insurance Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                Other
                  Credits (itemized)

              	
                Payment
                  history showing credit to account

              	 
	
                Total
                  Credits

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

              	 


      

       

      Total
        Realized Loss (or Amount of Gain)   $________________ 

      


      


      NOTE:
        Do not combine or net remit items. All expenses and credits should be documented
        individually. Claim packages are due by the fifth business day of the month
        following receipt of liquidation proceeds. Late claims may result in delayed
        claim payment. The Servicer is responsible to remit all funds pending loss
        approval and /or resolution of any disputed items. 

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F
        TO THE AAR

      Exhibit
        R
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - DEFAULT OVERVIEW REPORT

      


      Default
        Overview Report:
        Provides loan level detail regarding the defaulted loans that are being serviced
        and reported to EMC Master Servicing. The report contains the following data
        fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    loan number 

                	
                  VARCHAR
                    (15)

                
	
                  SBO
                    loan number

                	
                  VARCHAR
                    (9)

                
	
                  Zip
                    Code

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    loan amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Original
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Origination
                    date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    loan amount

                	
                  NUMERIC
                    (12,2) 

                
	
                  Corporate
                    expense balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    balance/advance balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    escrow balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    Value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  VA
                    LGC/ FHA Case number

                	
                  VARCHAR
                    (15)

                
	
                  %
                    of MI coverage 

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    certificate number

                	
                  VARCHAR
                    (15)

                
	
                  LPMI
                    Cost 

                	
                  NUMERIC
                    (7,7)

                
	
                  Occupancy
                    status 

                	
                  VARCHAR
                    (1)

                
	
                  First
                    vacancy date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Property
                    condition

                	
                  VARCHAR
                    (2)

                
	
                  Property
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Delinquency
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Reason
                    for default

                	
                  VARCHAR
                    (2)

                
	
                  FNMA
                    action code

                	
                  VARCHAR
                    (3)

                
	
                  FNMA
                    delinquency reason code

                	
                  VARCHAR
                    (3)

                
	
                  Loss
                    mit flag

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit type

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit approval date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loss
                    mit removal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    first due date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    next due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan broken/reinstated/closed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan created date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    attorney referral date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    first legal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    FC sale scheduled

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    actual sale date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    redemption end date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction complete date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    bankruptcy start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    chapter 

                	
                  VARCHAR
                    (2)

                
	
                  Bankruptcy
                    Case Number

                	
                  VARCHAR
                    (15)

                
	
                  Post
                    petition due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    discharge date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    relief/dismissal granted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim filed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim amount filed

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim amount paid

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    approval letter received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    package HUD/VA date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011A transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part A funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011 B transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part B funds received date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    NOE submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    first funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  VA
                    first funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claims funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  REO
                    repaired value

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value (as is)

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  REO
                    original list date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    original list price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer received

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer accepted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    scheduled close date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    actual closing date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    sales price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    net sales proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Estimated
                    loss

                	
                  NUMERIC
                    (12,2)

                


        

      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G
        TO THE AAR

      Exhibit
        S
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - DELINQUENCY SUMMARY REPORT

      


      Delinquency
        Summary Report:
        Provides summary data at the servicer investor level regarding loan performance
        that will be submitted to EMC Master Servicing and contains the following
        data
        fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Performance
                    type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy
                    or
                    PIF)

                	
                  VARCHAR
                    (6)

                
	
                  Count
                    of Loans

                	
                  NUMERIC
                    (10,0)

                
	
                  Percent
                    of Investor Number

                	
                  NUMERIC
                    (7,7)

                
	
                  Deal
                    UPB

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Deal UPB

                	
                  NUMERIC
                    (7,7)

                
	
                  Arrears
                    Balance

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Arrears Balance

                	
                  NUMERIC
                    (7,7)

                
	
                  Foreclosure
                    Quick Sale

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    Book Value

                	
                  NUMERIC
                    (12,2)

                


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        H
        TO THE AAR

      Exhibit
        T
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - MODIFIED LOANS REPORT

      


      Modified
        Loans Report: Provides
        loan level data regarding all loans that the Servicer has modified with the
        first modified payment due within thirty days following the end of the reporting
        cycle. The report contains the following data fields in the order
        below:

      

        
          	
                  Field
                    Description

                	
                  Field
                    Description

                
	 	 
	
                  Loan

                	
                  VARCHAR
                    (15)

                
	
                  Investor

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Current
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Stop
                    Adv Flag

                	
                  VARCHAR
                    (3)

                
	
                  Modified
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Mod
                    Loan Curtailment

                	
                  NUMERIC
                    (15,2)

                
	
                  Mod
                    Loan Curt Adjustment

                	
                  NUMERIC
                    (15,2) 

                
	
                  Principal
                    Advanced Capped

                	
                  NUMERIC
                    (15,2) 

                
	
                  Net
                    Interest Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Service
                    Fee Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Third
                    Party Bal Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Amount
                    of Other Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Interest Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Fee Code Arrearage Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Principal Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Amt
                    Forgiven

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Int Adjust

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Interest on Mod

                	
                  NUMERIC
                    (15,2)

                


        



      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        I
        TO THE AAR

      Exhibit
        U
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - CLAIMS SUBMITTED REPORT

      


      Claims
        Submitted Report:
        Provides loan level detail regarding claims submitted by the servicer’s investor
        number that will be submitted to EMC Master Servicing and contains the following
        data fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Escrow
                    Balance or Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Corporate
                    Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Replacement
                    Reserve Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Third
                    Party Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Charge
                    Off Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Side
                    Note Collections

                	
                  NUMERIC
                    (12,2) 

                
	
                  Claim
                    Amount Submitted

                	
                  NUMERIC
                    (12,2)

                


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        J
        TO THE AAR

      Exhibit
        V
        to the Purhase, Warranties and Servicing Agreement

      


      Loss
        Severity Summary Report:
        Provides summary data at the deal level regarding loss severity that will
        be
        submitted to EMC Master Servicing and contains the following data fields
        in the
        order below:

      


      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Month
                    End

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Servicer
                    Investor Number 

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  PIF
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Service
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  P
                    & I Constant

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Beginning Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Arrearage
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Legal and Other Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Advanced Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Liquidated Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  P
                    & I Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Net Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidated Funds Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Servicer

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss Severity %

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Loss Severity % to Trust

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Liquidated Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Trust Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Servicer Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Claim Amount

                	
                  NUMERIC
                    (12,2)

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        K
        TO THE AAR

      Exhibit
        W
        to the Purhase, Warranties and Servicing Agreement

      


      EMC
        FORM
        - DELEGATED AUTHORITY LEVELS

       

      

        
          	
                  EMC
                    MASTER SERVICING ASSET AUTHORITY LEVELS 

                  All
                    asset management decisions and claim submissions for both standard
                    and
                    delegated authority levels require the servicer to comply with
                    all agency
                    

                  (ie:
                    FNMA, FHLMC, HUD and VA) and insuring company requirements.
                    

                
	
                  TASK

                	
                  STANDARD
                    AUTHORITY LEVEL

                	
                  DELEGATED
                    AUTHORITY LEVEL

                
	 	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                
	
                  Partial
                    Releases1 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Assumptions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Relief
                    Provisions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Forbearance
                    Plans1

                	
                  Yes

                	
                  ·  Plan
                    exceeds 6 months or

                  ·  Proposes
                    to suspend payments

                	
                  Yes

                	
                  ·  Plan
                    exceeds 12 months or

                  ·  Plan
                    proposes to suspend payments

                
	
                  Modifications1,
                    2, 3, 4 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  Only
                    if the terms of the proposed modification exceed the parameters
                    of the
                    governing agreements or the loan is changed from an ARM to fixed
                    rate or
                    the rate is reduced by more than 2%

                
	
                  Pre-Foreclosure
                    (short sales)1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  The
                    loss severity experienced is expected to be greater than
                    20%

                
	
                  Foreclosure
                    Referral (1st
                    liens)1

                	
                  Yes

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than$50k or greater than$750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Foreclosure
                    Referral (2nd
                    liens)1,7

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Charge
                    Offs

                	 	
                  ·  In
                    all instances

                	 	
                  ·  If
                    combined LTV is less than 80%

                
	
                  Buyout
                    of 1st
                    lien1,
                    4 ,6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Foreclosure
                    Bid1,
                    6

                	
                  Yes

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Third
                    Party Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Note
                    Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Deed-in-Lieu
                    1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  REO
                    Listing Price1,
                    5

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  REO
                    Repairs (excluding property preservation)1

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 1% of the UPB and an estimated
                    return of
                    less than 15% of cost

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 2% of the UPB 

                
	
                  REO
                    Offers
                    1, 6

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds 25%

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds
                    25%

                


        

         

      

      FOOT
        NOTES: 

      1.  To
        request approval, the servicer may be required to submit the following
        documentation to the Master Servicer: property appraisals, BPOs, equity analysis
        documentation, correspondence from/to title insurance companies, copies of
        insurer approval, loss mitigation documents and agreements with mortgagors,
        hardship documentation, closing/settlement documents, value reconciliations
        and
        repair estimates. Although master servicer approval may have been obtained
        as
        outlined above, the master servicer reserves the right to approve 

      or
        deny
        losses at the time of claim submission due to servicer performance related
        issues.

      2.  The
        Servicer agrees to provide to the Master Servicer copies of executed
        modifications within 10 days of execution.

      3.  The
        Owner
        / Master Servicer reserve the right to remove all authority to complete loan
        modifications to ensure compliance with limitations outlined in governing
        agreements. 

      4.  The
        Servicer is to ensure that lien position is maintained in completing
        alternatives to foreclosure.

      5.  The
        Servicer agrees to provide to the Master Servicer copies of marketing plans
        for
        all REO loans. Although the servicer may have asset authority as outlined
        above,
        the Master Servicer reserves the right to modify anticipated courses of action.
        

      6.  Special
        notice of the task is required to be provided to the Master
        Servicer.

      7.  The
        Servicer assumes all
        risks in
        addition to financial liability for amounts beyond 100% severity of the Owner
        /
        Master Servicer’s original position.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        R-2

      


      FORM
        OF MID AMERICA

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

      


      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of March 30, 2007, among EMC Mortgage Corporation (the “Assignor”), Wells
        Fargo Bank, National Association, not individually but solely as trustee
        for the
        holders of Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed
        Certificates, Series 2007-AC3 (the “Assignee”) and Mid America Bank, fsb (the
“Company”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto purchased by the Assignor from the Company and now serviced
        by
        the Company for Assignor and its successors and assigns pursuant (a) to the
        Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006,
        between Assignor and the Company, as amended by Amendment No. 1, dated as
        February 1, 2006 (the “Purchase Agreement”) and (b) the Term Sheets dated
        February 2, 2007 and February 13, 2007, between Assignor and the Company
        (the
“Term Sheets” and together with the Purchase Agreement, the “Agreements”) shall
        be subject to the terms of this AAR Agreement. Capitalized terms used herein
        but
        not defined shall have the meanings ascribed to them in the Purchase
        Agreement.

       

      Assignment
        and Assumption

       

      Except
        as
        expressly provided for herein, the Assignor hereby grants, transfers and
        assigns
        to the Assignee all of its right, title and interest as in, to and under
        (a) the
        Assigned Loans and (b) the Purchase Agreement with respect to the Assigned
        Loans; provided, however, that the Assignor is not assigning to the Assignee
        any
        of its right, title or interest, in, to and under the Purchase Agreement
        with
        respect to any mortgage loan other than the Assigned Loans listed on Attachment
        1. Notwithstanding anything to the contrary contained herein, the Assignor
        specifically reserves and does not assign to the Assignee any right, title
        and
        interest in, to or under the representations and warranties contained in
        Section
        3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the
        Company to cure, repurchase or substitute for a mortgage loan and to indemnify
        the Assignor with respect to a breach of such representations and warranties
        pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and
        the
        Assignor is retaining the right to enforce the representations and warranties
        and the obligations of the Company set forth in those sections against the
        Company. In addition, the Assignor specifically reserves and does not assign
        to
        the Assignee any right, title and interest in, to or under (a) Section 2.09
        of
        the Purchase Agreement and (b) Section 4.03 and Section 4.13 of the Purchase
        Agreement (but
        only
        insofar as such Sections grant to the Purchaser the right to terminate the
        servicing of defaulted Mortgage Loans and/or REO Properties by the Company),
        and
        the Assignor is retaining the right to enforce such sections against the
        Company.
        Except
        as is otherwise expressly provided herein, the Assignor makes no
        representations, warranties or covenants to the Assignee and the Assignee
        acknowledges that the Assignor has no obligations to the Assignee under the
        terms of the Purchase Agreement or otherwise relating to the transaction
        contemplated herein (including, but not limited to, any obligation to indemnify
        the Assignee).

       

      Representations,
        Warranties and Covenants

       

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

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder;

       

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

       

      (c) There
        are
        no offsets, counterclaims or other defenses available to the Company with
        respect to the Assigned Loans or the Purchase Agreement;

       

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

       

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

       

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

       

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

       

      (h) Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto;

       

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

       

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

       

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

       

      (a) Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns
        Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series
        2007-AC3;

       

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

       

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

       

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

       

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

       

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

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder; 

       

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

       

      (c) The
        Company has full corporate power and authority to execute, deliver and perform
        its obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of 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 AAR Agreement
        and the
        consummation by it of the transactions contemplated hereby, have been duly
        authorized by all necessary corporate action on the part of the Company.
        This
        AAR 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 the Company, enforceable
        against the Company in accordance with its terms except as enforceability
        may be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law;

       

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

       

      (e) The
        Company shall establish a Custodial Account and an Escrow Account under the
        Purchase Agreement in favor of the Assignee with respect to the Assigned
        Loans
        separate from the Custodial Account and Escrow Account previously established
        under the Purchase Agreement in favor of Assignor;

       

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

       

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

       

      (h) The
        Company hereby restates the representations and warranties set forth in Section
        3.01(p) of the Purchase Agreement. 

       

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

       

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

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

       

      With
        a
        copy to:

       

      Bear
        Stearns Asset Backed Securities I LLC c/o

      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

       

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

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        General Counsel 

      Facsimile:
        (469) 759-4714

       

      With
        copies to:

       

      Bear
        Stearns Asset Backed Securities I LLC c/o

      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:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com 


       

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

       

      Recognition
        of Assignee

       

      5. From
        and
        after the date hereof, the Company shall recognize Assignee as owner of the
        Assigned Loans, and acknowledges that the Assigned Loans will be part of
        a
        REMIC, and will service the Assigned Loans in accordance with the Purchase
        Agreement (as modified by this AAR Agreement). It is the intention of Assignor,
        the Company and Assignee that this AAR Agreement shall be binding upon and
        for
        the benefit of the respective successors and assigns of the parties hereto.
        Neither the Company nor Assignor shall amend or agree to amend, modify, waive,
        or otherwise alter any of the terms or provisions of the Purchase Agreement
        which amendment, modification, waiver or other alteration would in any way
        affect the Assigned Loans without the prior written consent of
        Assignee.

       

      The
        Company shall prepare for and deliver to the Assignee and the Master Servicer
        (and the securities administrator, if any) a statement with respect to each
        mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure
        in connection with a defaulted Assigned Loan (“REO Property”) that has been
        rented showing the aggregate rental income received and all expenses incurred
        in
        connection with the management and maintenance of such REO Property at such
        times as is necessary to enable the Assignee (or the securities administrator,
        if any) to comply with the reporting requirements of the REMIC provisions
        of the
        Code. The net monthly rental income, if any, from such REO Property shall
        be
        deposited in the related collection account no later than the close of business
        on each determination date. The Company shall perform, or caused to be
        performed, the tax reporting and withholding related to foreclosures,
        abandonments and cancellation of indebtedness income as specified by Sections
        1445, 6050J and 6050P of the Code by preparing and filing such tax and
        information returns, as may be required. In the event that the Bear Stearns
        Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series
        2007-AC3 acquires any REO Property as aforesaid or otherwise in connection
        with
        a default or default becoming reasonably foreseeable on an Assigned Loan,
        the
        Company shall cause such REO Property to be disposed prior to three years
        after
        its acquisition by the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 or, at the expense of the Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3, request more than 60 days prior to the day on which such
        three-year period would otherwise expire, an extension of the three-year
        grace
        period unless the Assignee (or the securities administrator, if any) shall
        have
        been supplied with an opinion of counsel addressed to the Assignee (and the
        securities administrator, if any) rendered by nationally recognized tax counsel
        specializing in such matters (such opinion not to be an expense of the Trustee
        or the Securities Administrator) to the effect that the holding by the Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3 of such REO Property subsequent to such three-year period
        will
        not result in the imposition of taxes on “prohibited transactions” of any REMIC
        as defined in Section 860F of the Code or cause any REMIC to fail to qualify
        as
        a REMIC, in which case the Bear Stearns Asset Backed Securities I Trust
        2007-AC3, Asset-Backed Certificates, Series 2007-AC3 may continue to hold
        such
        REO Property (subject to any conditions contained in such opinion of counsel).
        Notwithstanding any other provision of the Servicing Agreement, no REO Property
        acquired by the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 shall be rented (or allowed to
        continue to be rented) or otherwise used for the production of income by
        or on
        behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC3,
        Asset-Backed Certificates, Series 2007-AC3 in such a manner or pursuant to
        any
        terms that would (i) cause such REO Property to fail to qualify as “foreclosure
        property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject
        any REMIC to the imposition of any federal, state or local income taxes on
        the
        income earned from such REO Property under Section 860G(c) of the Code or
        otherwise, unless the Company has agreed to indemnify and hold harmless the
        Bear
        Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates,
        Series 2007-AC3 with respect to the imposition of any such taxes.

       

      6. Notwithstanding
        any term hereof to the contrary, it is expressly understood and agreed to
        by the
        parties hereto that the execution and delivery of the AAR Agreement by the
        Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed
        Securities I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3 and
        not
        individually, and any recourse against the Assignee in respect of any
        obligations it may have under or pursuant to the terms of this AAR Agreement
        shall be limited solely to the assets it may hold as trustee of Bear Stearns
        Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series
        2007-AC3.

       

      7. BSABS
        I
        and the Assignor each agree to indemnify and hold harmless the Company, each
        director of the Company, each officer of the Company and each person, if
        any,
        who controls the Company within the meaning of Section 15 of the 1933 Act
        (collectively, the “Company Indemnified Party”) against any and all losses,
        claims, expenses, damages or liabilities to which the Company Indemnified
        Party
        may become subject, under the 1933 Act or otherwise, including without
        limitation, with respect to disputes between parties, insofar as such losses,
        claims, expenses, damages or liabilities (or actions in respect thereof)
        arise
        out of or are based upon any untrue statement or alleged untrue statement
        of any
        material fact contained in the Prospectus Supplement, or the omission or
        the
        alleged omission to state in the Prospectus Supplement a material fact necessary
        in order to make the statements therein not misleading, in each case to the
        extent, but only to the extent, that such untrue statement or alleged untrue
        statement or omission or alleged omission is other than the Company
        Information. 

       

      Modification
        of Purchase Agreement

       

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

       

      (a) The
        definition of Servicing Fee Rate is deleted in its entirety and replaced
        with
        the following:

       

      Servicing
        Fee Rate:
        A per
        annum rate equal to 0.250%.

       

      (b) The
        definition of Principal Prepayment is deleted in its entirety and replaced
        with
        the following:

       

      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan in full or partial
        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. Partial principal Prepayments
        shall be applied in accordance with the terms of the related Mortgage
        Note.

       

      (c) Section
        4.01 of the Purchase Agreement is hereby amended by changing the first sentence
        of the second paragraph to the following:

       

      Consistent
        with the terms of this Agreement and the related Term Sheets, and in accordance
        with the guidelines of EMC’s Master Servicing Asset Authority Levels, attached
        hereto as Exhibit
        W,
        the
        Company may waive, modify or vary any term of any Mortgage Loan or consent
        to
        the postponement of 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 unless 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 for more than ninety days or forgive any payment of principal or interest,
        reduce or increase the outstanding principal balance (except for actual payments
        of principal) or change the final maturity date on such Mortgage
        Loan.

       

      (d) Section
        4.03 is hereby amended by adding the following paragraph to the end of the
        section:

       

      The
        Master Servicer shall fully reimburse the Company for Servicing Advances
        and
        Monthly Advances related to Liquidation Proceeds on the Remittance Date after
        such Servicing Advances and Monthly Advances are approved; provided, however,
        the Company must provide documentation in the form of Exhibit P hereto to
        the
        Master Servicer seeking approval within 90 days of final liquidation of a
        Mortgage Loan. The Master Servicer shall provide such approval or denial
        to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting documentation. The
        Company’s obligation to make such Servicing Advances and Monthly Advances as to
        any Mortgage Loan shall continue through the final liquidation of the Mortgaged
        Property, unless the Company deems such advance nonrecoverable and submits
        an
        officer’s certificate in accordance with Section 5.03.

       

      (e) Section
        4.05(iii) is hereby amended by deleting “Liquidation Proceeds,” after “limited
        to related” in Subsection 4.05(iii).

       

      (f) Section
        4.05(ix) is hereby deleted in its entirety and replaced with the following:
        

       

      “(ix) to
        reimburse itself for Nonrecoverable Advances, to the extent not reimbursed
        pursuant to clause (ii) or clause (iii), upon prior approval from the Master
        Servicer. The Master Servicer shall provide such approval or denial to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting
        documentation.”

       

      (g) The
        following is added to the first sentence of the fourth paragraph of Section
        4.13
        of the Purchase Agreement:

       

      “;
        provided, however, that any REO property shall be disposed of by the Company
        before the close of the third taxable year following the taxable year in
        which
        the Mortgage Loan became an REO property, unless the Company is otherwise
        directed by the Assignee.”

       

      (h) Section
        5.02 of the Purchase Agreement is hereby amended by deleting “no later than the
        fifth Business Day of the following month in hard copy, and” after “mutually
        agreed upon by both Purchaser and the Company, and” in the first paragraph.


       

      (i) The
        second sentence of the second paragraph of Section 5.02 of the Purchase
        Agreement is hereby deleted and replaced with the following:

       

      The
        Company shall also provide a monthly report in the form of Exhibit
        E
        and
Exhibit
        S,
        with
        respect to remittances, Exhibit
        P,
        with
        respect to realized losses and gains, Exhibit
        F,
        with
        respect to defaulted mortgage loans, Exhibit
        T,
        with
        respect to modified mortgage loans, Exhibit
        U,
        with
        respect to claims submitted and Exhibit
        V,
        with
        respect to loss severity, with each such report. For a period of 90 days
        from
        the date hereof, the Company may provide monthly reports in other formats
        as
        mutually agreed upon between the Company and the Master Servicer.  After
        the expiration of that time, the Company shall provide the reports in the
        forms
        of the exhibits attached hereto.

       

      (j) Section
        11.04 of the Purchase Agreement is deleted in its entirety and replaced with
        the
        following:

       

      Section
        11.04  Governing
        Law.

       

      This
        Agreement and the related Term Sheets 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.

       

      (k) Section
        11.18 (ix) is hereby amended effective as of the date hereof by changing
        the
        reference in Section 11.18 (ix) from “15 calendar days” to “30 calendar
        days”.

       

      (l) The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        F
        in its entirety and inserting a new Exhibit F, a copy of which is annexed
        hereto
        as Exhibit 1.

       

      (m) The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        P
        in its entirety and inserting a new Exhibit P, a copy of which is annexed
        hereto
        as Exhibit 2.

       

      (n) The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        E
        in its entirety and inserting a new Exhibit E, a copy of which is annexed
        hereto
        as Exhibit 3.

       

      (o) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit S, a copy of which is annexed hereto as Exhibit 4.

       

      (p) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit T, a copy of which is annexed hereto as Exhibit 5.

       

      (q) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit U, a copy of which is annexed hereto as Exhibit 6.

       

      (r) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit V, a copy of which is annexed hereto as Exhibit 7.

       

      (s) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit W, a copy of which is annexed hereto as Exhibit 8.

       

      Miscellaneous

       

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

       

      (a)          
         In
        the
        case of the Company:

       

      Mid
        America Bank, fsb

      2650
        Warrenville Road, Suite 500

      Downers
        Grove, Illinois 60515

      Attention:
        Theresa Mann

      Telecopier
        No.: (630) 799-7964

       

      With
        a
        copy to:

       

      Mid
        America Bank, fsb

      2650
        Warrenville Road, Suite 500

      Downers
        Grove, Illinois 60515

      Attention:
        Ann Ryan

      Telecopier
        No.: (630) 799-7964

       

      (b)          
         In the case of Assignor:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067

      Attention:
        Michelle Viner

      Fascimilie.:
        (214) 626-4889

      Email:
        mviner@bear.com

       

      (c)          
         In the case of Assignee:

       

      Wells
        Fargo Bank, National Association, 

      as
        Trustee 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager BSABS I 2007-AC3

      Telecopier
        No.: (410) 715-2380

       

      10. The
        Company hereby acknowledges that EMC Mortgage Corporation and any successor
        thereto (the “Master Servicer”), has been appointed as master servicer of the
        Mortgage Loans pursuant to the Pooling and Servicing Agreement dated as of
        March
        1, 2007 (the “Pooling and Servicing Agreement”), among BSABS I, the Assignor, as
        seller and Master Servicer and the Assignee, and therefore has the right
        to
        enforce all obligations of the Company under the Purchase Agreement. Such
        right
        will include, without limitation, the right to receive all remittances required
        to be made by the Company under the Purchase Agreement, the right to receive
        all
        monthly reports and other data required to be delivered by the Company under
        the
        Purchase Agreement, the right to examine the books and records of the Company,
        indemnification rights, and the right to exercise certain rights of consent
        and
        approval relating to actions taken by the Company. The Company hereby
        acknowledges that the Master Servicer shall be obligated to notify the Assignee
        in accordance with the Pooling and Servicing Agreement upon the discovery
        of an
        event of default by the Company of its obligations under the Purchase Agreement
        and the Assignee shall have the right to terminate the Company as servicer
        under
        the Purchase Agreement upon the occurrence of such an event of default. All
        remittances to be provided to the Master Servicer should be sent
        to:

       

      EMC
        Master Servicing Remittances

      Bank:
        Chase Bank of Texas

      Branch:
        Irving, Texas

      Account
        Name: EMC Mortgage Corporation

      ABA
        #
        113000609

      ACCOUNT
        #
        000000709377717

      Reference:
        M/S Remittance March 1, 2007 Remit for Mid America Bank, fsb

      Attention:
        LSBO Group-MS

       

      


      and
        the
        Company shall deliver all reports required to be delivered under the Purchase
        Agreement, as they relate to the Assigned Loans, to the Assignee at the address
        set forth in Section 9(c) herein and to the Master Servicer at:

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067 

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      11. A
        copy of
        all assessments, attestations, reports and certificates required to be delivered
        by the Servicer under this AAR Agreement and the Purchase 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.

       

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

       

      13. This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles (other than Section 5-1401
        of the New York General Obligations Law), and the obligations, rights and
        remedies of the parties hereunder shall be determined in accordance with
        such
        laws.

       

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

       

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

       

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

       

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

       

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

       

      [SIGNATURE
        PAGE FOLLOWS]

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      
        	 	 	 
	 	EMC
                MORTGAGE CORPORATION
	 	Assignor
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
                	 
	 	
                Title:  

              	 


      

       

      
        	
              	 	 
	 	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION,
                  

              
	 	not individually but solely as Trustee
                for the
                holders of Bear Stearns Asset Backed Securities I Trust 2007-AC3,
                Asset-Backed Certificates, Series 2007-AC3
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
                	 
	 	
                Title:  

              	 


        
           

          
            	
                  	 	 
	 	
                    MID
                      AMERICA BANK, FSB 

                  
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
                    	 
	 	
                    Title:  

                  	 


          

           

        

      

      Acknowledged
        and Agreed:

       

      EMC
        MORTGAGE CORPORATION

      Master
        Servicer

      


      


      By:
        _______________________

      Name:

      Title:

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ATTACHMENT
        1

       

      ASSIGNED
        LOAN SCHEDULE

       

      (Available
        upon request)

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      ATTACHMENT
        2

       

      PURCHASE
        AGREEMENT

       

      (Available
        upon request)

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        1

      EXHIBIT
        F to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      Default
        Overview Report:
        Provides loan level detail regarding the defaulted loans that are being serviced
        and reported to EMC Master Servicing. The report contains the following data
        fields in the order below:


       

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    loan number 

                	
                  VARCHAR
                    (15)

                
	
                  SBO
                    loan number

                	
                  VARCHAR
                    (9)

                
	
                  Zip
                    Code

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    loan amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Original
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Origination
                    date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    loan amount

                	
                  NUMERIC
                    (12,2) 

                
	
                  Corporate
                    expense balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    balance/advance balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    escrow balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    Value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  VA
                    LGC/ FHA Case number

                	
                  VARCHAR
                    (15)

                
	
                  %
                    of MI coverage 

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    certificate number

                	
                  VARCHAR
                    (15)

                
	
                  LPMI
                    Cost 

                	
                  NUMERIC
                    (7,7)

                
	
                  Occupancy
                    status 

                	
                  VARCHAR
                    (1)

                
	
                  First
                    vacancy date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Property
                    condition

                	
                  VARCHAR
                    (2)

                
	
                  Property
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Delinquency
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Reason
                    for default

                	
                  VARCHAR
                    (2)

                
	
                  FNMA
                    action code

                	
                  VARCHAR
                    (3)

                
	
                  FNMA
                    delinquency reason code

                	
                  VARCHAR
                    (3)

                
	
                  Loss
                    mit flag

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit type

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit approval date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loss
                    mit removal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    first due date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    next due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan broken/reinstated/closed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan created date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    attorney referral date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    first legal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    FC sale scheduled

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    actual sale date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    redemption end date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction complete date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    bankruptcy start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    chapter 

                	
                  VARCHAR
                    (2)

                
	
                  Bankruptcy
                    Case Number

                	
                  VARCHAR
                    (15)

                
	
                  Post
                    petition due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    discharge date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    relief/dismissal granted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim filed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim amount filed

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim amount paid

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    approval letter received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    package HUD/VA date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011A transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part A funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011 B transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part B funds received date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    NOE submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    first funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  VA
                    first funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claims funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  REO
                    repaired value

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value (as is)

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  REO
                    original list date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    original list price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer received

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer accepted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    scheduled close date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    actual closing date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    sales price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    net sales proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Estimated
                    loss

                	
                  NUMERIC
                    (12,2)

                


        

      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        2

      EXHIBIT
        P to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      
EMC
        Master Servicing Calculation of Gain/Loss on Delinquent Loan
        Worksheet

      


      Date:
        _______________________           

       

      
        	
                Prepared
                  By

              	
                Phone
                  Number

              	
                Email
                  Address

              
	 	 	 


      

       

       

      
        	
                Servicer
                  Loan Number

              	
                Servicer
                  Address

              	
                EMC
                  Loan Number

              
	 	 	 


      

       

       

      
        	
                Borrower
                  Name

              	
                Property
                  Address

              
	 	 


      

       

       

      
        	
                Liquidation
                  Type

              	
                REO

              	
                Third
                  Party

              	
                Short
                  Sale

              	
                Charge
                  off

              	
                Deed
                  In Lieu

              
	 	 	 	 	 	 


      

       

      Has
        this loan been previously modified?         Yes   No

      Has
        this loan been crammed down in a bankruptcy?  Yes   No

      If
“Yes”,
        provide amount _______________________________

       

      Liquidation
        and Acquisition Expenses:

       

      Amounts
        requiring Amortization Schedule for backup:

       

      
        	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 
	
                Interest
                  Accrued at Net Rate Less Servicing Fees

              	 
	
                Accrued
                  Servicing Fees

              	 


      

       

      Amounts
        requiring Additional backup:

       

      
        	
                Attorney’s
                  Fees

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Attorney’s
                  Costs

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Taxes

              	
                Payment
                  history showing disbursements

              	 
	
                Property
                  Maintenance

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Property
                  Inspection

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                PMI/Hazard
                  Insurance Premiums

              	
                Payment
                  history showing disbursements

              	 
	
                Utility
                  Expenses

              	
                Payment
                  history showing disbursements

              	 
	
                Appraisal/BPO
                  Expenses

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                HOA
                  Dues

              	
                Payment
                  history showing disbursements

              	 
	
                Cash
                  For Keys

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Miscellaneous
                  (itemized)

              	
                Requires
                  Itemization and supporting detail

              	 
	
                Total
                  Expenses

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

              	 


      

       

      Credits
        to Loan:

       

      
        	
                Escrow
                  Balance/Advance

              	
                Payment
                  history showing disbursements and ending balance

              	 
	
                Rental
                  Receipts

              	
                Payment
                  history showing application of funds to loan

              	 
	
                Hazard
                  Claim Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                PMI
                  Funds

              	
                EOB
                  document

              	 
	
                Government
                  Insurance Funds (Part A Funds)

              	
                EOB
                  document

              	 
	
                REO
                  Proceeds

              	
                HUD
                  1 Settlement Statement

              	 
	
                Government
                  Insurance Funds (Part B Funds)

              	
                EOB
                  document

              	 
	
                Pool
                  Insurance Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                Other
                  Credits (itemized)

              	
                Payment
                  history showing credit to account

              	 
	
                Total
                  Credits

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

              	 


      

       

      Total
        Realized Loss (or Amount of Gain)   $________________ 

      


      


      


      


      NOTE:
        Do not combine or net remit items. All expenses and credits should be documented
        individually. Claim packages are due by the fifth business day of the month
        following receipt of liquidation proceeds. Late claims may result in delayed
        claim payment. The Servicer is responsible to remit all funds pending loss
        approval and /or resolution of any disputed items. 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
        3

      


      EXHIBIT
        E to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      


      EMC
        FORM
        - REMITTANCE OVERVIEW REPORT

      


      Remittance
        Overview Report:
        Provides loan level detail regarding the remittance that will be submitted
        to
        EMC Master Servicing and contains the following data fields in the order
        below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Master
                    Servicer Loan Number

                	
                  NUMERIC
                    (9,0)

                
	
                  Current
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Loan Number

                	
                  VARCHAR
                    (15)

                
	
                  Cutoff
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    Next Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Servicing
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Scheduled
                    P&I Amount (P & I Constant)

                	
                  NUMERIC
                    (12,2)

                
	
                  ARM
                    Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    ARM Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Beginning
                    Scheduled Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Curtailment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Gross Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Service Fee Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Variance

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  PMI
                    Premium Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Additional
                    Fees Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Scheduled Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Amount Remitted Total (each loan)

                	
                  NUMERIC
                    (12,2)

                
	
                  Beginning
                    Actual Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Curtailments Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Service
                    Fee Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Ending Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    and Interest Advanced Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Calculated
                    Loss to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Collected
                    Interest Not Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Flag

                	
                  VARCHAR
                    (1)

                
	
                  Soldiers
                    and Sailors Old Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Soldiers
                    and Sailors Old P & I

                	
                  NUMERIC
                    (12,2)

                
	
                  Modified
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Stop
                    Advance Flag

                	 
	
                  Stop
                    Advance Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  BPO
                    Value

                	
                  NUMERIC
                    (12,2)

                
	
                  Cash
                    Flow Group

                	
                  VARCHAR
                    (2)

                
	
                  MSP
                    Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Debt
                    Forgiven / Charged Off

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    PITI Payment

                	
                  NUMERIC
                    (12,2)

                
	
                  Bankruptcy
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Modification
                    Status

                	 
	
                  Interest
                    Only Loan

                	
                  VARCHAR
                    (2)

                
	
                  Escrowed
                    Loan

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Escrow Deposit

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    Recoverable Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Non-Recoverable
                    Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  HUD
                    235 Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  HUD
                    235 Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Late
                    Charge Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Buydown
                    Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Buydown Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Monthly
                    Buydown Funds Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Amount Waived

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Waived Reason Code

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Status

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Code

                	
                  VARCHAR
                    (3)

                
	
                  Prefunding
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  3rd
                    Party Recoverable Expenses

                	
                  NUMERIC
                    (12,2)

                


        

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        4

      EXHIBIT
        S to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      


      EMC
        FORM
        - REMITTANCE SUMMARY REPORT

      


      Remittance
        Summary Report:
        Provides summary data at a deal (investor/category) level regarding the
        remittance that will be submitted to EMC Master Servicing and contains the
        following data fields in the order below:

      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal

                	
                  VARCHAR
                    (15)

                
	
                  Investor
                    

                	
                  VARCHAR
                    (5)

                
	
                  Category

                	
                  VARCHAR
                    (5)

                
	
                  Principal
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailments
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailment
                    Adjustments Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Liquidation
                    Proceeds Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Amounts Called/Collapsed

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Principal Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Interest
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  PMI
                    Premiums Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Soldiers
                    and Sailors Difference

                	
                  NUMERIC
                    (15,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (15,2)

                
	
                  Non
                    Comp Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Prepayment
                    Penalties Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Arrearage
                    Amount Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Aggregate
                    Loss to Trust 

                  Total
                    Manual Adjustments

                	
                  NUMERIC
                    (15,2)

                
	
                  Debt
                    Forgiven/ Charged Off

                	
                  NUMERIC
                    (15,2)

                
	
                  Additional
                    Fees Collected

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Remittance

                	
                  NUMERIC
                    (15,2)

                


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        5

      EXHIBIT
        T to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      EMC
        FORM
        - MODIFIED LOANS REPORT

      


      Modified
        Loans Report: Provides
        loan level data regarding all loans that the Servicer has modified with the
        first modified payment due within thirty days following the end of the reporting
        cycle. The report contains the following data fields in the order
        below:

       

      
        
          	
                  Field
                    Description

                	
                  Field
                    Description

                
	 	 
	
                  Loan

                	
                  VARCHAR
                    (15)

                
	
                  Investor

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Current
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Stop
                    Adv Flag

                	
                  VARCHAR
                    (3)

                
	
                  Modified
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Mod
                    Loan Curtailment

                	
                  NUMERIC
                    (15,2)

                
	
                  Mod
                    Loan Curt Adjustment

                	
                  NUMERIC
                    (15,2) 

                
	
                  Principal
                    Advanced Capped

                	
                  NUMERIC
                    (15,2) 

                
	
                  Net
                    Interest Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Service
                    Fee Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Third
                    Party Bal Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Amount
                    of Other Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Interest Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Fee Code Arrearage Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Principal Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Amt
                    Forgiven

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Int Adjust

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Interest on Mod

                	
                  NUMERIC
                    (15,2)

                


        



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      Exhibit
        6

      


      EXHIBIT
        U to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      EMC
        FORM
        - CLAIMS SUBMITTED REPORT

      


      Claims
        Submitted Report:
        Provides loan level detail regarding claims submitted by the servicer’s investor
        number that will be submitted to EMC Master Servicing and contains the following
        data fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Escrow
                    Balance or Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Corporate
                    Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Replacement
                    Reserve Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Third
                    Party Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Charge
                    Off Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Side
                    Note Collections

                	
                  NUMERIC
                    (12,2) 

                
	
                  Claim
                    Amount Submitted

                	
                  NUMERIC
                    (12,2)

                


        





      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        7

      


      EXHIBIT
        V to the Purchase Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer.

      


      EMC
        FORM
        - LOSS SEVERITY SUMMARY REPORT

      


      Loss
        Severity Summary Report:
        Provides summary data at the deal level regarding loss severity that will
        be
        submitted to EMC Master Servicing and contains the following data fields
        in the
        order below:

       

      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Month
                    End

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Servicer
                    Investor Number 

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  PIF
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Service
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  P
                    & I Constant

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Beginning Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Arrearage
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Legal and Other Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Advanced Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Liquidated Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  P
                    & I Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Net Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidated Funds Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Servicer

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss Severity %

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Loss Severity % to Trust

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Liquidated Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Trust Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Servicer Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Claim Amount

                	
                  NUMERIC
                    (12,2)

                


        



      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
        8

      


      EXHIBIT
        W to the Purchase Agreement

      


      EMC
        FORM
        - DELEGATED AUTHORITY LEVELS

       

      

        
          	
                  EMC
                    MASTER SERVICING ASSET AUTHORITY LEVELS 

                  All
                    asset management decisions and claim submissions for both standard
                    and
                    delegated authority levels require the servicer to comply with
                    all agency
                    

                  (ie:
                    FNMA, FHLMC, HUD and VA) and insuring company requirements.
                    

                
	
                  TASK

                	
                  STANDARD
                    AUTHORITY LEVEL

                	
                  DELEGATED
                    AUTHORITY LEVEL

                
	 	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                
	
                  Partial
                    Releases1 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Assumptions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Relief
                    Provisions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Forbearance
                    Plans1

                	
                  Yes

                	
                  ·  Plan
                    exceeds 6 months or

                  ·  Proposes
                    to suspend payments

                	
                  Yes

                	
                  ·  Plan
                    exceeds 12 months or

                  ·  Plan
                    proposes to suspend payments

                
	
                  Modifications1,
                    2, 3, 4 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  Only
                    if the terms of the proposed modification exceed the parameters
                    of the
                    governing agreements or the loan is changed from an ARM to fixed
                    rate or
                    the rate is reduced by more than 2%

                
	
                  Pre-Foreclosure
                    (short sales)1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  The
                    loss severity experienced is expected to be greater than
                    20%

                
	
                  Foreclosure
                    Referral (1st
                    liens)1

                	
                  Yes

                	
                  ·  

                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than$50k or greater than$750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Foreclosure
                    Referral (2nd
                    liens)1,7

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Charge
                    Offs

                	 	
                  ·  In
                    all instances

                	 	
                  ·  If
                    combined LTV is less than 80%

                
	
                  Buyout
                    of 1st
                    lien1,
                    4 ,6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Foreclosure
                    Bid1,
                    6

                	
                  Yes

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Third
                    Party Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Note
                    Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Deed-in-Lieu
                    1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  REO
                    Listing Price1,
                    5

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  REO
                    Repairs (excluding property preservation)1

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 1% of the UPB and an estimated
                    return of
                    less than 15% of cost

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 2% of the UPB 

                
	
                  REO
                    Offers
                    1, 6

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds 25%

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds
                    25%

                


        

         

         

      

      FOOT
        NOTES: 

      8.  To
        request approval, the servicer may be required to submit the following
        documentation to the Master Servicer: property appraisals, BPOs, equity analysis
        documentation, correspondence from/to title insurance companies, copies of
        insurer approval, loss mitigation documents and agreements with mortgagors,
        hardship documentation, closing/settlement documents, value reconciliations
        and
        repair estimates. Although master servicer approval may have been obtained
        as
        outlined above, the master servicer reserves the right to approve 

      or
        deny
        losses at the time of claim submission due to servicer performance related
        issues.

      9.  The
        Servicer agrees to provide to the Master Servicer copies of executed
        modifications within 10 days of execution.

      10.  The
        Owner
        / Master Servicer reserve the right to remove all authority to complete loan
        modifications to ensure compliance with limitations outlined in governing
        agreements. 

      11.  The
        Servicer is to ensure that lien position is maintained in completing
        alternatives to foreclosure.

      12.  The
        Servicer agrees to provide to the Master Servicer copies of marketing plans
        for
        all REO loans. Although the servicer may have asset authority as outlined
        above,
        the Master Servicer reserves the right to modify anticipated courses of action.
        

      13.  Special
        notice of the task is required to be provided to the Master
        Servicer.

      14.  The
        Servicer assumes all
        risks in
        addition to financial liability for amounts beyond 100% severity of the Owner
        /
        Master Servicer’s original position.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        S

      


      REMITTANCE
        OVERVIEW REPORT

      


      Remittance
        Overview Report:
        Provides loan level detail regarding the remittance that will be submitted
        to
        EMC Master Servicing and contains the following data fields in the order
        below:

      


      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Master
                    Servicer Loan Number

                	
                  NUMERIC
                    (9,0)

                
	
                  Current
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Loan Number

                	
                  VARCHAR
                    (15)

                
	
                  Cutoff
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    Next Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Servicing
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Scheduled
                    P&I Amount (P & I Constant)

                	
                  NUMERIC
                    (12,2)

                
	
                  ARM
                    Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    ARM Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Beginning
                    Scheduled Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Curtailment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Gross Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Service Fee Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Variance

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  PMI
                    Premium Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Additional
                    Fees Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Scheduled Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Amount Remitted Total (each loan)

                	
                  NUMERIC
                    (12,2)

                
	
                  Beginning
                    Actual Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Curtailments Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Service
                    Fee Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Ending Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    and Interest Advanced Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Calculated
                    Loss to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Collected
                    Interest Not Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Flag

                	
                  VARCHAR
                    (1)

                
	
                  Soldiers
                    and Sailors Old Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Soldiers
                    and Sailors Old P & I

                	
                  NUMERIC
                    (12,2)

                
	
                  Modified
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Stop
                    Advance Flag

                	 
	
                  Stop
                    Advance Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  BPO
                    Value

                	
                  NUMERIC
                    (12,2)

                
	
                  Cash
                    Flow Group

                	
                  VARCHAR
                    (2)

                
	
                  MSP
                    Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Debt
                    Forgiven / Charged Off

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    PITI Payment

                	
                  NUMERIC
                    (12,2)

                
	
                  Bankruptcy
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Modification
                    Status

                	 
	
                  Interest
                    Only Loan

                	
                  VARCHAR
                    (2)

                
	
                  Escrowed
                    Loan

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Escrow Deposit

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    Recoverable Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Non-Recoverable
                    Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  HUD
                    235 Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  HUD
                    235 Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Late
                    Charge Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Buydown
                    Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Buydown Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Monthly
                    Buydown Funds Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Amount Waived

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Waived Reason Code

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Status

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Code

                	
                  VARCHAR
                    (3)

                
	
                  Prefunding
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  3rd
                    Party Recoverable Expenses

                	
                  NUMERIC
                    (12,2)

                


        

      

      


      


      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        T

      


      REMITTANCE
        SUMMARY REPORT

      


      Remittance
        Summary Report:
        Provides summary data at a deal (investor/category) level regarding the
        remittance that will be submitted to EMC Master Servicing and contains the
        following data fields in the order below:

      


      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Deal

                	
                  VARCHAR
                    (15)

                
	
                  Investor
                    

                	
                  VARCHAR
                    (5)

                
	
                  Category

                	
                  VARCHAR
                    (5)

                
	
                  Principal
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailments
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailment
                    Adjustments Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Liquidation
                    Proceeds Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Amounts Called/Collapsed

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Principal Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Interest
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  PMI
                    Premiums Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Soldiers
                    and Sailors Difference

                	
                  NUMERIC
                    (15,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (15,2)

                
	
                  Non
                    Comp Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Prepayment
                    Penalties Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Arrearage
                    Amount Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Aggregate
                    Loss to Trust 

                  Total
                    Manual Adjustments

                	
                  NUMERIC
                    (15,2)

                
	
                  Debt
                    Forgiven/ Charged Off

                	
                  NUMERIC
                    (15,2)

                
	
                  Additional
                    Fees Collected

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Remittance

                	
                  NUMERIC
                    (15,2)

                


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        U

      


      CALCULATION
        OF GAIN-LOSS DELINQUENT LOANS

      


      EMC
        Master Servicing Calculation of Gain/Loss on Delinquent Loan
        Worksheet

       

      Date:
        ______________________________      

      


      
        	
                Prepared
                  By

              	
                Phone
                  Number

              	
                Email
                  Address

              
	 	 	 


      

      


      
        	
                Servicer
                  Loan Number

              	
                Servicer
                  Address

              	
                EMC
                  Loan Number

              
	 	 	 


      

      


      
        	
                Borrower
                  Name

              	
                Property
                  Address

              
	 	 


      

      


      
        	
                Liquidation
                  Type

              	
                REO

              	
                Third
                  Party

              	
                Short
                  Sale

              	
                Charge
                  off

              	
                Deed
                  In Lieu

              
	 	 	 	 	 	 


      

      


      Has
        this loan been previously modified?       
   Yes   No

      Has
        this loan been crammed down in a bankruptcy?  Yes   No

      If
“Yes”,
        provide amount _______________________________

       

      Liquidation
        and Acquisition Expenses:

       

      Amounts
        requiring Amortization Schedule for backup:

       

      
        	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 
	
                Interest
                  Accrued at Net Rate Less Servicing Fees

              	 
	
                Accrued
                  Servicing Fees

              	 


      

      


      Amounts
        requiring Additional backup:

       

      
        	
                Attorney’s
                  Fees

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Attorney’s
                  Costs

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Taxes

              	
                Payment
                  history showing disbursements

              	 
	
                Property
                  Maintenance

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Property
                  Inspection

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                PMI/Hazard
                  Insurance Premiums

              	
                Payment
                  history showing disbursements

              	 
	
                Utility
                  Expenses

              	
                Payment
                  history showing disbursements

              	 
	
                Appraisal/BPO
                  Expenses

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                HOA
                  Dues

              	
                Payment
                  history showing disbursements

              	 
	
                Cash
                  For Keys

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Miscellaneous
                  (itemized)

              	
                Requires
                  Itemization and supporting detail

              	 
	
                Total
                  Expenses

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

              	 


      

      


      Credits
        to Loan:

       

      
        	
                Escrow
                  Balance/Advance

              	
                Payment
                  history showing disbursements and ending balance

              	 
	
                Rental
                  Receipts

              	
                Payment
                  history showing application of funds to loan

              	 
	
                Hazard
                  Claim Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                PMI
                  Funds

              	
                EOB
                  document

              	 
	
                Government
                  Insurance Funds (Part A Funds)

              	
                EOB
                  document

              	 
	
                REO
                  Proceeds

              	
                HUD
                  1 Settlement Statement

              	 
	
                Government
                  Insurance Funds (Part B Funds)

              	
                EOB
                  document

              	 
	
                Pool
                  Insurance Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                Other
                  Credits (itemized)

              	
                Payment
                  history showing credit to account

              	 
	
                Total
                  Credits

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

              	 


      

      


      Total
        Realized Loss (or Amount of Gain)   $________________ 

      


      NOTE:
        Do not combine or net remit items. All expenses and credits should be documented
        individually. Claim packages are due by the fifth business day of the month
        following receipt of liquidation proceeds. Late claims may result in delayed
        claim payment. The Servicer is responsible to remit all funds pending loss
        approval and /or resolution of any disputed items.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        V

      


      FORM
        OF CERTIFICATION TO BE

      PROVIDED
        BY THE TRUSTEE TO DEPOSITOR

      


      
        	 	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AC3 (the “Trust”), Mortgage
                  Pass-Through Certificates, Series 2007-AC3, issued pursuant to
                  the Pooling
                  and Servicing Agreement, dated as of March 1, 2007 among Bear Stearns
                  Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation,
                  as
                  master servicer, seller and company and Wells Fargo Bank, National
                  Association, as trustee.

              


      

      


      The
        Trustee hereby certifies to the Depositor, and its officers, directors and
        affiliates, and with the knowledge and intent that they will rely upon this
        certification, that:

      


      (1) I
        have
        reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
        Report”), and all reports on Form 10-D required to be filed in respect of period
        covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

      


      (2) To
        my
        knowledge, (a) the Reports, taken as a whole, do not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by the Annual
        Report, and (b) the Trustee’s assessment of compliance and related attestation
        report referred to below, taken as a whole, do not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were
        made, not misleading with respect to the period covered by such assessment
        of
        compliance and attestation report;

      


      (3) To
        my
        knowledge, the distribution information required to be provided by the Trustee
        under the Pooling and Servicing Agreement for inclusion in the Reports is
        included in the Reports;

      


      (4) I
        am
        responsible for reviewing the activities performed by the Trustee under the
        Pooling and Servicing Agreement, and based on my knowledge and the compliance
        review conducted in preparing the compliance statement of the Trustee required
        by the Pooling and Servicing Agreement, and except as disclosed in the Reports,
        the Trustee has fulfilled its obligations under the Pooling and Servicing
        Agreement in all material respects; and

      


      (5) The
        report on assessment of compliance with servicing criteria applicable to
        the
        Trustee for asset-backed securities of the Trustee and each Subcontractor
        utilized by the Trustee and related attestation report on assessment of
        compliance with servicing criteria applicable to it required to be included
        in
        the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
        Act
        Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
        Any material instances of non-compliance are described in such report and
        have
        been disclosed in the Annual Report.

      


      In
        giving
        the certifications above, the Trustee has reasonably relied on information
        provided to it by the following unaffiliated parties: [names of servicer(s),
        master servicer, subservicer, depositor, trustee, custodian(s)]

      


      Date:________________________________      

      


      


      _____________________________________      

      [Signature]

      [Title]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        W

      


      EMC’S
        MASTER SERVICING ASSET AUTHORITY LEVELS

       

      

        
          	
                  EMC
                    MASTER SERVICING ASSET AUTHORITY LEVELS 

                  All
                    asset management decisions and claim submissions for both standard
                    and
                    delegated authority levels require the servicer to comply with
                    all agency
                    

                  (i.e.:
                    FNMA, FHLMC, HUD and VA) and insuring company requirements.
                    

                
	
                  TASK

                	
                  STANDARD
                    AUTHORITY LEVEL

                	
                  DELEGATED
                    AUTHORITY LEVEL

                
	 	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                	
                  APPROVAL
                    NEEDED? 

                	
                  APPROVAL
                    NEEDED IF....

                
	
                  Partial
                    Releases1 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Assumptions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Relief
                    Provisions1

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Forbearance
                    Plans1

                	
                  Yes

                	
                  ·  Plan
                    exceeds 6 months or

                  ·  Proposes
                    to suspend payments

                	
                  Yes

                	
                  ·  Plan
                    exceeds 12 months or

                  ·  Plan
                    proposes to suspend payments

                
	
                  Modifications1,
                    2, 3, 4 

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  Only
                    if the terms of the proposed modification exceed the parameters
                    of the
                    governing agreements or the loan is changed from an ARM to fixed
                    rate or
                    the rate is reduced by more than 2%

                
	
                  Pre-Foreclosure
                    (short sales)1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  The
                    loss severity experienced is expected to be greater than
                    20%

                
	
                  Foreclosure
                    Referral (1st
                    liens)1

                	
                  Yes

                	
                  ·  

                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Foreclosure
                    Referral (2nd
                    liens)1,7

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Charge
                    Offs

                	 	
                  ·  In
                    all instances

                	 	
                  ·  If
                    combined LTV is less than 80%

                
	
                  Buyout
                    of 1st
                    lien1,
                    4 ,6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Foreclosure
                    Bid1,
                    6

                	
                  Yes

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB is less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Third
                    Party Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Note
                    Sales1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  Deed-in-Lieu
                    1,
                    6

                	
                  Yes

                	
                  ·  In
                    all instances

                	
                  Yes

                	
                  ·  In
                    all instances

                
	
                  REO
                    Listing Price1,
                    5

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                	
                  ·  The
                    UPB was less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  REO
                    Repairs (excluding property preservation)1

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 1% of the UPB and an estimated
                    return of
                    less than 15% of cost

                	
                  Yes

                	
                  ·  The
                    necessary repairs total more than 2% of the UPB 

                
	
                  REO
                    Offers
                    1, 6

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds 25%

                	
                  Yes

                	
                  ·  The
                    loss severity of accepting the offer exceeds
                    25%

                


        

        
 

      

      FOOT
        NOTES: 

      
        	15.  	
                To
                  request approval, the servicer may be required to submit the following
                  documentation to the Master Servicer: property appraisals, BPOs,
                  equity
                  analysis documentation, correspondence from/to title insurance
                  companies,
                  copies of insurer approval, loss mitigation documents and agreements
                  with
                  mortgagors, hardship documentation, closing/settlement documents,
                  value
                  reconciliations and repair estimates. Although master servicer
                  approval
                  may have been obtained as outlined above, the master servicer reserves
                  the
                  right to approve or deny losses at the time of claim submission
                  due to
                  servicer performance related
                  issues.

              


      

      
        	16.  	
                The
                  Servicer agrees to provide to the Master Servicer copies of executed
                  modifications within 10 days of
                  execution.

              


      

      
        	17.  	
                The
                  Owner / Master Servicer reserve the right to remove all authority
                  to
                  complete loan modifications to ensure compliance with limitations
                  outlined
                  in governing agreements. 

              


      

      
        	18.  	
                The
                  Servicer is to ensure that lien position is maintained in completing
                  alternatives to foreclosure.

              


      

      
        	19.  	
                The
                  Servicer agrees to provide to the Master Servicer copies of marketing
                  plans for all REO loans. Although the servicer may have asset authority
                  as
                  outlined above, the Master Servicer reserves the right to modify
                  anticipated courses of action. 

              


      

      
        	20.  	
                Special
                  notice of the task is required to be provided to the Master
                  Servicer.

              


      

      
        	21.  	
                The
                  Servicer assumes all
                  risks in addition to financial liability for amounts beyond 100%
                  severity
                  of the Owner / Master Servicer’s original
                  position.

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        X

      


      CLAIMS
        SUBMITTED

      


      Claims
        Submitted Report:
        Provides loan level detail regarding claims submitted by the servicer’s investor
        number that will be submitted to EMC Master Servicing and contains the following
        data fields in the order below:


      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Escrow
                    Balance or Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Corporate
                    Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Replacement
                    Reserve Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Third
                    Party Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Charge
                    Off Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Side
                    Note Collections

                	
                  NUMERIC
                    (12,2) 

                


        

      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        Y

      


      DEFAULT
        OVERVIEW REPORT

      


      Default
        Overview Report:
        Provides loan level detail regarding the defaulted loans that are being serviced
        and reported to EMC Master Servicing. The report contains the following data
        fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    loan number 

                	
                  VARCHAR
                    (15)

                
	
                  SBO
                    loan number

                	
                  VARCHAR
                    (9)

                
	
                  Zip
                    Code

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    loan amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Original
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Origination
                    date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    loan amount

                	
                  NUMERIC
                    (12,2) 

                
	
                  Corporate
                    expense balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    balance/advance balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    escrow balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    Value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  VA
                    LGC/ FHA Case number

                	
                  VARCHAR
                    (15)

                
	
                  %
                    of MI coverage 

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    certificate number

                	
                  VARCHAR
                    (15)

                
	
                  LPMI
                    Cost 

                	
                  NUMERIC
                    (7,7)

                
	
                  Occupancy
                    status 

                	
                  VARCHAR
                    (1)

                
	
                  First
                    vacancy date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Property
                    condition

                	
                  VARCHAR
                    (2)

                
	
                  Property
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Delinquency
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Reason
                    for default

                	
                  VARCHAR
                    (2)

                
	
                  FNMA
                    action code

                	
                  VARCHAR
                    (3)

                
	
                  FNMA
                    delinquency reason code

                	
                  VARCHAR
                    (3)

                
	
                  Loss
                    mit flag

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit type

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit approval date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loss
                    mit removal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    first due date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    next due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan broken/reinstated/closed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan created date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    attorney referral date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    first legal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    FC sale scheduled

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    actual sale date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    redemption end date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction complete date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    bankruptcy start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    chapter 

                	
                  VARCHAR
                    (2)

                
	
                  Bankruptcy
                    Case Number

                	
                  VARCHAR
                    (15)

                
	
                  Post
                    petition due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    discharge date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    relief/dismissal granted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim filed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim amount filed

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim amount paid

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    approval letter received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    package HUD/VA date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011A transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part A funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011 B transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part B funds received date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    NOE submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    first funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  VA
                    first funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claims funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  REO
                    repaired value

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value (as is)

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  REO
                    original list date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    original list price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer received

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer accepted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    scheduled close date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    actual closing date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    sales price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    net sales proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Estimated
                    loss

                	
                  NUMERIC
                    (12,2)

                


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Z

      


      DELINQUENT
        SUMMARY REPORT

      


      Delinquency
        Summary Report:
        Provides summary data at the servicer investor level regarding loan performance
        that will be submitted to EMC Master Servicing and contains the following
        data
        fields in the order below:

       

      
        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Performance
                    type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy
                    or
                    PIF)

                	
                  VARCHAR
                    (6)

                
	
                  Count
                    of Loans

                	
                  NUMERIC
                    (10,0)

                
	
                  Percent
                    of Investor Number

                	
                  NUMERIC
                    (7,7)

                
	
                  Deal
                    UPB

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Deal UPB

                	
                  NUMERIC
                    (7,7)

                
	
                  Arrears
                    Balance

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Arrears Balance

                	
                  NUMERIC
                    (7,7)

                
	
                  Foreclosure
                    Quick Sale

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    Book Value

                	
                  NUMERIC
                    (12,2)

                


        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        AA

      


      LOSS
        SEVERITY SUMMARY REPORT

      


      Loss
        Severity Summary Report:
        Provides summary data at the deal level regarding loss severity that will
        be
        submitted to EMC Master Servicing and contains the following data fields
        in the
        order below:

      


      

        
          	
                  Field

                	
                  Field
                    Description

                
	 	 
	
                  Month
                    End

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Servicer
                    Investor Number 

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  PIF
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Service
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  P
                    & I Constant

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Beginning Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Arrearage
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Legal and Other Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Advanced Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Liquidated Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  P
                    & I Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Net Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidated Funds Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Servicer

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss Severity %

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Loss Severity % to Trust

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Liquidated Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Trust Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Servicer Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Claim Amount

                	
                  NUMERIC
                    (12,2)

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        BB

      


      MODIFIED
        LOANS REPORT

      


      Modified
        Loans Report: Provides
        loan level data regarding all loans that the Servicer has modified with the
        first modified payment due within thirty days following the end of the reporting
        cycle. The report contains the following data fields in the order below:
        

       

      
        
          	
                  Field
                    Description

                	
                  Field
                    Description

                
	 	 
	
                  Loan

                	
                  VARCHAR
                    (15)

                
	
                  Investor

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Current
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Stop
                    Adv Flag

                	
                  VARCHAR
                    (3)

                
	
                  Modified
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Mod
                    Loan Curtailment

                	
                  NUMERIC
                    (15,2)

                
	
                  Mod
                    Loan Curt Adjustment

                	
                  NUMERIC
                    (15,2) 

                
	
                  Principal
                    Advanced Capped

                	
                  NUMERIC
                    (15,2) 

                
	
                  Net
                    Interest Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Service
                    Fee Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Third
                    Party Bal Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Amount
                    of Other Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Interest Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Fee Code Arrearage Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Principal Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Amt
                    Forgiven

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Int Adjust

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Interest on Mod

                	
                  NUMERIC
                    (15,2)

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        CC

      


      FORM
        OF TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      The
        undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
        proposed transferor of an Ownership Interest in the Bear Stearns Asset Backed
        Securities I LLC Asset-Backed Certificates, Series 2007-AC3, Class
        [R-1][R-2][R-3][RX] Certificate (the “Certificate”) issued
        pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2007
        (the
“Agreement”), among
        Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage
        Corporation, as seller, master servicer and company and Wells Fargo Bank,
        National Association, as trustee
        (the
“Trustee”),
        and
        makes this affidavit on behalf of the Owner for the benefit of the
        Depositor
        and the
        Trustee. Capitalized terms used, but not defined herein, shall have the meanings
        ascribed to such terms in the
        Agreement. 

       

      1.
         The
        Owner
        is not transferring the Certificate to impede the assessment or collection
        of
        any tax.

       

      2.
         The
        Owner
        has no actual knowledge that the proposed transferee of the Certificate:
        (i) has
        insufficient assets to pay any taxes that would be owed by such transferee
        as
        Holder of the Certificate; (ii) may become insolvent or subject to a bankruptcy
        proceeding for so long as the Certificate remains outstanding; and (iii)
        is not
        a Permitted Transferee.

       

      3.
         The
        Owner
        understands that the proposed transferee has delivered to the Trustee and
        the
        Depositor a transfer affidavit and agreement in the form attached to the
        Agreement as Exhibit C. The Owner does not know or believe that any
        representation contained therein is false.

       

      4.
         At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the proposed transferee as contemplated by Treasury
        Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
        the
        Owner has determined that the proposed transferee has historically paid its
        debts as they became due and has found no significant evidence to indicate
        that
        the proposed transferee will not continue to pay its debts as they become
        due in
        the future. The Owner understands that the transfer of the Certificate may
        not
        be respected for U.S. federal income tax purposes (and the Owner may continue
        to
        be liable for U.S. federal income taxes associated therewith) unless the
        Owner
        has conducted such an investigation.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

       

      
        	 	 	 	 	 	 	
                [NAME
                  OF OWNER]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


       

      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Owner, and acknowledged to me that he/she executed the same
        as
        his/her free act and deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOTICE
        OF LOAN MODIFICATION

      


      


       

      


      ______________,
        2007

      


      


      [TRUSTEE]
        [MASTER SERVICER]

      [ADDRESS]

      


      Reference
        is made to the pooling and servicing agreement, dated as of _____________
        (the
“Agreement”), among Bear Stearns Asset Backed Securities I LLC, as depositor,
        EMC Mortgage Corporation, as master servicer, company (in such capacity,
        the
“Servicer”) and seller, and __________________, as trustee (the “Trustee”).
        Capitalized terms used but not defined herein shall have the meanings assigned
        to them in the Agreement.

      


      In
        accordance with the Agreement, the Servicer hereby notifies you of its intent
        to
        modify the mortgage loans (the “Mortgage Loans”) listed on Exhibit A attached
        hereto. The proposed modifications (the “Proposed Modification”) as indicated on
        Exhibit A will be conditioned upon compliance with the Agreement, including
        the
        following: (1) based on the Servicer’s reasonable and prudent determination each
        such Mortgage Loan is in default or that such default is imminent or reasonably
        foreseeable as evidenced by documentation to support such conclusion, which
        shall be made available to the [Master Servicer] [Trustee] upon request,
        (2) the
        Servicer has concluded as a prudent servicer that such Proposed Modification
        is
        necessary in order to maximize recoveries with respect to each such Mortgage
        Loan, and (3) each such Proposed Modification will
        not
        be materially adverse to the interests of the Owner on a present value basis
        using reasonable assumptions (including taking into account any estimated
        Realized Loss that might result absent such action).

      


      You
        are
        hereby requested, as [Master Servicer] [Trustee] under the Agreement, to
        provide
        written confirmation of your consent to each Proposed Modification within
        five
        (5) Business Days of receipt hereof. If you do not provide such written
        confirmation within such time period, we will deem such action as your consent
        to such Proposed Modification.

      


      


      
        	 	
                EMC
                  MORTGAGE CORPORATION

              
	 	 
	 	By: _________________________________
	 	Name:
	 	Title:


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       


      EXHIBIT
        A

       

      
        	
                LOAN
                  ID

              	
                PROPOSED
                  MODIFICATION