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 September 1, 2007

       

      ________________________________________

       

      BEAR
        STEARNS ASSET BACKED SECURITIES I TRUST 2007-AC6

       

      ASSET-BACKED
        CERTIFICATES, SERIES 2007-AC6

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

                
	 	 
	
                  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

                	
                  Class
                      P Certificate 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.

                
	
                  Section
                    7.10

                	
                  Exchangeable
                    and Exchanged Certificates.

                
	 	 
	
                  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

                	
                  Form
                    of Class X Certificates

                
	
                  Exhibit
                    A-3

                	
                  Form
                    of Class PO Certificates

                
	
                  Exhibit
                    A-4

                	
                  Form
                    of Class R Certificates

                
	
                  Exhibit
                    A-5

                	
                  Form
                    of Class B Certificates

                
	
                  Exhibit
                    A-6

                	
                  Form
                    of Class P 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

                	
                  [Reserved]

                
	
                  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

                	
                  Bank
                    of America Servicing Agreement

                
	
                  Exhibit
                    Q-2

                	
                  GreenPoint
                    Servicing Agreement

                
	
                  Exhibit
                    Q-3

                	
                  Mid
                    America Servicing Agreement

                
	
                  Exhibit
                    Q-4

                	
                  National
                    City Servicing Agreement

                
	
                  Exhibit
                    R-1

                	
                  Form
                    of Bank of America Assignment Agreement

                
	
                  Exhibit
                    R-2

                	
                  Form
                    of GreenPoint Assignment Agreement

                
	
                  Exhibit
                    R-3

                	
                  Form
                    of Mid America Assignment Agreement

                
	
                  Exhibit
                    R-4

                	
                  Form
                    of National City 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

                	
                  [Reserved]

                
	
                  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

                	
                  Reserved

                
	
                  Exhibit
                    EE

                	
                  Available
                    Exchanges of the Exchangeable
                    Certificates

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      POOLING
        AND SERVICING AGREEMENT, dated as of September 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 a servicer (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.

       

      Trust
        REMIC

       

      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 any Prepayment Charge Waiver Amounts) as a REMIC
        for
        federal income tax purposes, and such segregated pool of assets will be
        designated as the “Trust REMIC”. The Class R Interest will represent the sole
        class of Residual Interests in the Trust REMIC for purposes of the REMIC
        Provisions. The following table irrevocably sets forth the designation, the
        Uncertificated Trust REMIC 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 Trust
        REMIC Regular Interests and the Class R Interest. None of the Trust REMIC
        Regular Interests will be certificated.

       

      
        	
                
                  Designation

                

              	 	
                
                  Initial
                    Uncertificated

                  Principal
                    Balance

                

              	 	
                
                  Uncertificated
                    Trust

                  REMIC
                    Pass-Through Rate

                

              	 	
                
                  Latest
                    Possible

                  Maturity
                    Date(1)

                

              	 	
                
                  Corresponding

                  Certificate

                

              
	
                A-1-1FL

              	 	
                 $    142,450,533.33

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-3, Class A-5

              
	
                A-1-1INV

              	 	
                 $      21,915,466.67

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-4, Class A-5

              
	
                A-1-2FL

              	 	
                 $      25,728,733.33

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-3, Class A-6

              
	
                A-1-2INV

              	 	
                 $        3,958,266.67

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-4, Class A-6

              
	
                A-1-3FL

              	 	
                 $      18,687,066.67

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-3, Class A-7

              
	
                A-1-3INV

              	 	
                 $        2,874,933.33

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-1, Class A-4, Class A-7

              
	
                A-2

              	 	
                 $      18,395,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  A-2

              
	
                X

              	 	
                (3)

              	 	
                (2)

              	 	
                October
                  25, 2037

              	 	
                Class
                  X

              
	
                PO

              	 	
                 $        4,596,946.69

              	 	
                0.00%

              	 	
                October
                  25, 2037

              	 	
                Class
                  PO

              
	
                Class
                  R Interest

              	 	
                 $         
                            50.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  R

              
	
                B-1

              	 	
                 $        7,384,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-1

              
	
                B-2

              	 	
                 $        4,404,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-2

              
	
                B-3

              	 	
                 $        1,814,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-3

              
	
                B-4

              	 	
                 $        2,850,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-4

              
	
                B-5

              	 	
                 $        1,684,000.00

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-5

              
	
                B-6

              	 	
                 $        2,330,328.50

              	 	
                6.50%

              	 	
                October
                  25, 2037

              	 	
                Class
                  B-6

              


      

       

      ____________________

       

      (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 Trust REMIC Regular Interest.

       

      (2)           Calculated
        in accordance with the definition of “Uncertificated Trust REMIC Pass-Through
        Rate” herein.

       

      (3)           Trust
        REMIC Regular Interest X will not have an Uncertificated Principal Balance
        but
        will accrue interest on its uncertificated notional amount calculated in
        accordance with the definition of “Uncertificated Notional Amount”
herein.

       

      CERTIFICATES

       

      As
        provided herein, the Trustee on behalf of the Trust shall establish and maintain
        the ES Trust, which shall issue the Certificates and the corpus of which
        shall
        consist of the Trust REMIC Regular Interests and the Class R Interest and
        all
        proceeds of thereof and be held by the Trustee for the benefit of the Holders
        of
        such Certificates. It is intended, for federal income tax purposes, that
        the ES
        Trust will qualify as a grantor trust under Subpart E, part I of subchapter
        J of
        chapter 1 of the Code, and that, to the fullest extent possible, beneficial
        ownership of a Certificate will be treated as direct beneficial ownership
        of
        each individual, uncertificated Trust REMIC Regular Interest or Class R Interest
        held by the ES Trust for which such Certificate is designated as the
        Corresponding Certificate in this Agreement.

       

      The
        following table irrevocably sets forth the 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
        each Class of Certificates that represents ownership of Trust REMIC Regular
        Interests and the Class R Certificates.

       

      
        	
                
                  Designation

                

              	 	
                
                  Initial
                    Certificate or

                  Uncertificated

                  Principal
                    Balance

                

              	 	
                
                  Pass-Through
                    Rate

                

              	 	
                
                  Corresponding
                    Trust

                  REMIC
                    Regular Interests

                  and
                    Class R Interest

                

              
	
                A-1

              	 	
                $215,615,000.00

              	 	
                Class
                  A-1 Pass-Through Rate

              	 	
                A-1-1FL,
                  A-1-1INV, A-1-2FL, A-1-2INV, 

                A-1-3FL,
                  A-1-3INV

              
	
                A-2

              	 	
                $ 
18,395,000.00

              	 	
                Class
                  A-2 Pass-Through Rate

              	 	
                A-2

              
	
                A-3

              	 	
                $  
                                 0.00

              	 	
                Class
                  A-3 Pass-Through Rate

              	 	
                A-1-1FL,
                  A-1-2FL, A-1-3FL

              
	
                A-4

              	 	
                $  
                                 0.00

              	 	
                Class
                  A-4 Pass-Through Rate

              	 	
                A-1-1INV,
                  A-1-2INV, A-1-3INV

              
	
                A-5

              	 	
                $  
                                 0.00

              	 	
                Class
                  A-5 Pass-Through Rate

              	 	
                A-1-1FL,
                  A-1-1INV

              
	
                A-6

              	 	
                $  
                                 0.00

              	 	
                Class
                  A-6 Pass-Through Rate

              	 	
                A-1-2FL,
                  A-1-2INV

              
	
                A-7

              	 	
                $  
                                 0.00

              	 	
                Class
                  A-7 Pass-Through Rate

              	 	
                A-1-3FL,
                  A-1-3INV

              
	
                X

              	 	
                (1)

              	 	
                Class
                  X Pass-Through Rate

              	 	
                X

              
	
                PO

              	 	
                $   
4,596,946.69

              	 	
                0.00%(2)

              	 	
                PO

              
	
                R

              	 	
                $   
                              50.00

              	 	
                Class
                  R Pass-Through Rate

              	 	
                Class
                  R Interest

              
	
                B-1

              	 	
                $   
7,384,000.00

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-1

              
	
                B-2

              	 	
                $   
4,404,000.00

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-2

              
	
                B-3

              	 	
                $   
1,814,000.00

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-3

              
	
                B-4

              	 	
                $   
2,850,000.00

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-4

              
	
                B-5

              	 	
                $   
1,684,000.00

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-5

              
	
                B-6

              	 	
                $   
2,330,328.50

              	 	
                Class
                  B Pass-Through Rate

              	 	
                B-6

              
	
                P

              	 	
                $   
                            100.00

              	 	
                0.00%(2)

              	 	
                P

              


      

      ___________________

      
        	
                (1)

              	
                The
                  Class X Certificates do not have a Certificate Principal Balance
                  but will
                  accrue interest on a Notional Amount equal to the aggregate Stated
                  Principal Balance of the Mortgage Loans.

                 

              
	
                (2)

              	
                The
                  Class PO Certificates and Class P Certificates are not entitled
                  to
                  distributions of interest.

              


      

      


      The
        Trust
        Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed
        Securities I Trust 2007-AC6.” The Certificates issued hereunder may be referred
        to as “Asset-Backed Certificates Series 2007-AC6” (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, the procedures,
including prudent collection
        and
        loan administration procedures, and the standard of care (i) employed by
        prudent
        mortgage servicers which service mortgage loans of the same type as the
EMC Mortgage
        Loans in the jurisdictions in
        which the related Mortgaged
        Properties are located or (ii) in
        accordance with the Fannie Mae Guide or Freddie Mac Guide, subject to any
        variances negotiated with Fannie Mae or Freddie Mac and subject to the express
        provisions of this Agreement.  Such standard of care shall not be
        lower than that the Company
customarily
        employs and
        exercises in servicing and administering similar mortgage loans for its own
        account and shall be in full compliance with all federal, state, and local
        laws,
        ordinances, rules and regulations.

       

      Accrued
        Certificate Interest: With respect to any Class of Certificates (other than
        the Class PO Certificates and Class P Certificates) for any Distribution
        Date,
        an amount equal to the interest accrued during the related Interest Accrual
        Period at the applicable Pass-Through Rate on the Certificate Principal Balance
        or Notional Amount of such Certificate immediately prior to such Distribution
        Date less (i) in the case of any such Senior Certificate, such Certificate’s
        share of any Net Interest Shortfalls from the Mortgage Loans and, after the
        Cross-Over Date, the interest portion of any Realized Losses on the Mortgage
        Loans and (ii) in the case of a Subordinate Certificate, such Certificate’s
        share of any Net Interest Shortfalls and the interest portion of any Realized
        Losses on the Mortgage Loans. Such Net Interest Shortfalls will be allocated
        among the Certificates in proportion to the amount of Accrued Certificate
        Interest that would have been allocated thereto in the absence of such
        shortfalls. No Accrued Certificates Interest is payable to the Class PO
        Certificates or Class P Certificates. Accrued Certificate Interest with respect
        to the Class A, Class X, Class R and Class B Certificates will be based on
        a
        360-day year that consists of twelve 30-day months. No Accrued Certificate
        Interest will be payable with respect to any Class of Certificates after
        the
        Distribution Date on which the outstanding Certificate Principal Balance
        or
        Notional Amount of such Certificate has been reduced to zero.

       

      Account:
        The Distribution Account, the Master Servicer Collection 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.

       

      Allocable
        Share: With respect to any Class of Subordinate Certificates on any
        Distribution Date will generally equal such Class’s pro rata share (based on the
        Certificate Principal Balance of each Class entitled thereto) of the sum
        of each
        of the components of the definition of Subordinate Optimal Principal Amount;
        provided that, except as described in the second succeeding sentence, no
        Class
        of Subordinate Certificates (other than the Class of Subordinate Certificates
        outstanding with the lowest numerical designation) shall be entitled on any
        Distribution Date to receive distributions pursuant to clauses (2), (3) and
        (5)
        of the definition of Subordinate Optimal Principal Amount unless the Class
        Prepayment Distribution Trigger for the related Class is satisfied for such
        Distribution Date. The “Class Prepayment Distribution Trigger” for a Class of
        Subordinate Certificates for any Distribution Date is satisfied if the fraction
        (expressed as a percentage), the numerator of which is the aggregate Certificate
        Principal Balance of such Class and each Class subordinated thereto, if any,
        and
        the denominator of which is the aggregate Stated Principal Balance of all
        of the
        Mortgage Loans as of the related Due Date, equals or exceeds such percentage
        calculated as of the Closing Date. If on any Distribution Date the Certificate
        Principal Balance of any Class of Subordinate Certificates for which the
        related
        Class Prepayment Distribution Trigger was satisfied on such Distribution
        Date is
        reduced to zero, any amounts distributable to such Class pursuant to clauses
        (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount,
        to
        the extent of such Class’s remaining Allocable Share, shall be distributed to
        the remaining Classes of Subordinate Certificates in reduction of their
        respective Certificate Principal Balances, sequentially, in the order of
        their
        numerical Class designations. If the Class Prepayment Distribution Trigger
        is
        not satisfied for any Class of Subordinate Certificates on any Distribution
        Date, this may have the effect of accelerating the amortization of more senior
        Classes of Subordinate Certificates.

       

      Amounts
        Held for Future Distribution: As to any Distribution Date, the aggregate
        amount held in the Company’s or the related Servicer’s Protected Accounts on any
        date of determination 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,
        Insurance Proceeds and Subsequent Recoveries 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.

       

      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 Bank of America Assignment Agreement,
        GreenPoint Assignment Agreement, Mid America Assignment Agreement or National
        City 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.

       

      Available
        Funds: Shall mean the sum of Interest Funds and Principal Funds relating to
        the Mortgage Loans.

       

      Bank
        of America:  Bank of America, National Association.

       

      Bank
        of America Assignment Agreement:  The Assignment, Assumption and
        Recognition Agreement, dated as of September 19, 2007, by and among the Seller,
        Bank of America and the Trustee evidencing the assignment of the Bank of
        America
        Servicing Agreement to the Trust, attached hereto as Exhibit R-1.

       

      Bank
        of America Servicing Agreement:  The Second Amended and Restated
        Flow Mortgage Loan Sale and Servicing Agreement, dated as of February 1,
        2006,
        between the Seller and Bank of America, as amended by Regulation AB Compliance
        Addendum to Second Amended and Restated Flow Mortgage Loan Sale and Servicing
        Agreement, dated as of February 1, 2006, attached hereto as Exhibit Q-1,
        as
        modified by the Bank of America Assignment Agreement.

       

      Bankruptcy
        Code: Title 11 of the United States Code.

       

      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, other than the Class R 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, Lewisville,
        Texas, 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.

       

      Capitalization
        Reimbursement Amount: With respect to any Distribution Date, the aggregate
        of amounts added to the Stated Principal Balance of the Mortgage Loans during
        the preceding calendar month in connection with the modification of such
        Mortgage Loans pursuant to Section 5.01(a) which amounts represent reimbursed
        Advances or Servicing Advances owed to the related Servicer or the Master
        Servicer.

       

      Certificate:
        Any one of the certificates of any Class issued by the ES Trust and executed
        and
        authenticated by the Trustee in substantially the forms attached hereto as
        Exhibits A-1 through A-6, and representing beneficial ownership of one or
        more
        uncertificated Trust REMIC Regular Interests or the Class R Interest held
        by the
        ES Trust as described in this Agreement.

       

      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 X
        Certificates) and as of any Distribution Date, the Initial Certificate Principal
        Balance of such Class, less the sum of (i) all amounts in respect of principal
        distributed to such Class on previous Distribution Dates, and (ii) any Realized
        Losses allocated to such Class on previous Distribution Dates; provided that,
        the Certificate Principal Balance of any class of Certificates (other than
        the
        Class X Certificates and Class P Certificates) with the highest payment priority
        to which Realized Losses have been allocated will be increased by the amount
        of
        any Subsequent Recoveries received on the Mortgage Loans not previously
        allocated, but not by more than the amount of Realized Losses previously
        allocated to reduce the Certificate Principal Balance of that
        Certificate.

       

      The
        Certificate Principal Balance of any Exchangeable Certificates that have
        been
        surrendered and cancelled for Exchanged Certificates shall be equal to zero.
        The
        Certificate Principal Balance of any Exchanged Certificates that have not
        been
        exchanged for Exchangeable Certificates shall be equal to zero.

       

      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, Class A-2, Class A-3, Class A-4, Class
        A-5, Class A-6 and Class A-7 Certificates.

       

      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 representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-1 Pass-Through Rate: Shall mean on any Distribution Date, a fixed rate
        equal to 6.500% 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 representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      Class
        A-2 Pass-Through Rate: Shall mean on any Distribution Date, a fixed rate
        equal to 6.500% per annum.

       

      Class
        A-3 Certificate:  Any Certificate designated as a “Class A-3
        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-3 Certificates as set forth herein, and representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-3 Pass-Through
        Rate : Shall mean on
        any Distribution Date, One-Month LIBOR plus
        0.700% per annum,
        subject to a maximum rate of 7.500% per annum and a minimum rate
        of  0.700% per annum.

       

      Class
        A-4 Certificate:  Any Certificate designated as a “Class A-4
        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-4 Certificates as set forth herein, and representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-4 Pass-Through
        Rate : Shall mean on
        any Distribution Date, 44.200% per annum minus (6.5 multiplied by One-Month
        LIBOR), subject to a maximum rate of 44.200% per annum and a minimum rate
        of  0.000% per annum.

       

      Class
        A-5 Certificate:  Any Certificate designated as a “Class A-5
        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-5 Certificates as set forth herein, and representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-5 Pass-Through Rate: Shall mean on any Distribution Date, a fixed rate
        equal to 6.500% per annum.

       

      Class
        A-6 Certificate:  Any Certificate designated as a “Class A-6
        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-6 Certificates as set forth herein, and representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-6 Pass-Through Rate: Shall mean on any Distribution Date, a fixed rate
        equal to 6.500% per annum.

       

      Class
        A-7 Certificate:  Any Certificate designated as a “Class A-7
        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-7 Certificates as set forth herein, and representing beneficial
        ownership of the one or more uncertificated Trust REMIC Regular Interests
        held
        by the ES Trust for which such Certificate is designated as the Corresponding
        Certificate in the Preliminary Statement and this Agreement.

       

      Class
        A-7 Pass-Through Rate: Shall mean on any Distribution Date, a fixed rate
        equal to 6.500% per annum.

       

      Class
        B Certificates: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class
        B-5 and Class B-6 Certificates.

       

      Class
        B Pass-Through Rate: Shall mean with respect to the Class B Certificates and
        any Distribution Date, a fixed rate equal to 6.500% per annum.

       

      Class
        B-1 Certificate:  Any Certificate designated as a “Class B-1
        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 B-1 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      Class
        B-2 Certificate:  Any Certificate designated as a “Class B-2
        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 B-2 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statements and this Agreement.

       

      Class
        B-3 Certificate:  Any Certificate designated as a “Class B-3
        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 B-3 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      Class
        B-4 Certificate:  Any Certificate designated as a “Class B-4
        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 B-4 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      Class
        B-5 Certificate:  Any Certificate designated as a “Class B-5
        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 B-5 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      Class
        B-6 Certificate:  Any Certificate designated as a “Class B-6
        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 B-6 Certificates as set forth herein, and representing beneficial
        ownership of the uncertificated Trust REMIC Regular Interest held by the
        ES
        Trust for which such Certificate is designated as the Corresponding Certificate
        in the Preliminary Statement and this Agreement.

       

      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 representing (i) beneficial ownership of the
        uncertificated Trust REMIC Regular Interest held by the ES Trust for which
        such
        Certificate is designated as the Corresponding Certificate in the Preliminary
        Statements and this Agreement 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 6.08 hereof.

       

      Class
        PO Certificate: Any Certificate designated as a “Class PO Certificate” on
        the face thereof, in the form of Exhibit A-3 hereto, representing the right
        to
        the Percentage Interest of distributions provided for the Class PO Certificates
        as set forth herein, and representing beneficial ownership of the uncertificated
        Trust REMIC Regular Interest held by the ES Trust for which such Certificate
        is
        designated as the Corresponding Certificate in the Preliminary Statements
        and
        this Agreement.

       

      Class
        PO Certificate Deferred Payment Writedown Amount:  With respect to
        any Distribution Date and the Class PO Certificates, the amount distributed
        to
        the Class PO Certificates on such Distribution Date pursuant to priority
        fifth under Section 6.04 herein. The Class PO Certificate Deferred
        Payment Writedown Amount will be allocated to the Classes of Subordinate
        Certificates in inverse order of their numerical class designations, until
        the
        Certificate Principal Balance of each such Class has been reduced to
        zero.

       

      Class
        PO Certificate Principal Distribution Amount:  With respect to
        each Distribution Date and the Class PO Certificates, means an amount equal
        to

       

      (x)           the
        sum of the following (but in no event greater than the aggregate Certificate
        Principal Balance of the Class PO Certificates immediately prior to such
        Distribution Date):

       

      (i)           the
        PO Percentage of the principal portion of all scheduled payments due on the
        Discount Mortgage Loan on the related Due Date, as specified in the amortization
        schedule at the time applicable thereto (after adjustment for previous principal
        prepayments but before any adjustment to such amortization schedule by reason
        of
        any bankruptcy or similar proceeding or any moratorium or similar waiver
        or
        grace period);

       

      (ii)           the
        PO Percentage of the Stated Principal Balance of each Discount Mortgage Loan
        which was the subject of a prepayment in full received by the related servicer
        during the applicable Prepayment Period;

       

      (iii)           the
        PO Percentage of all partial prepayments allocated to principal received
        during
        the applicable Prepayment Period with respect to any Discount Mortgage
        Loan;

       

      (iv)           the
        lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds
        allocable to principal received in respect of each Discount Mortgage Loan
        which
        became a Liquidated Loan during the related Prepayment Period (other than
        a
        Discount Mortgage Loan described in the immediately following clause (B))
        and
        all Subsequent Recoveries received in respect of each defaulted Discount
        Mortgage Loan during the related Due Period and (B) the Stated Principal
        Balance
        of each such Discount Mortgage Loan purchased by an insurer from the trustee
        during the related Prepayment Period pursuant to the related primary mortgage
        insurance policy, if any, or otherwise; and (b) the PO Percentage of the
        sum of
        (A) the Stated Principal Balance of each Discount Mortgage Loan which became
        a
        Liquidated Loan during the related Prepayment Period (other than a Discount
        Mortgage Loan described in the immediately following clause (B)) and (B)
        the
        Stated Principal Balance of each such Discount Mortgage Loan that was purchased
        by an insurer from the trustee during the related Prepayment Period pursuant
        to
        the related primary mortgage insurance policy, if any or otherwise;
        and

       

      (v)           the
        PO Percentage of the sum of (a) the Stated Principal Balance of each Discount
        Mortgage Loan which was repurchased by the seller in connection with such
        Distribution Date and (b) the excess, if any, of the Stated Principal Balance
        of
        each Discount Mortgage that has been replaced by the seller with a substitute
        Mortgage Loan pursuant to this Agreement in connection with such Distribution
        Date over the Stated Principal Balance of each such substitute Discount Mortgage
        Loan; minus

       

      (y)           the
        PO Percentage of the portion of the Capitalization Reimbursement Amount for
        such
        Distribution Date, if any, related to each Discount Mortgage Loan.

       

      Class
        R Certificate:  Any Certificate designated a “Class R Certificate”
on the face thereof, in the form set forth in Exhibit A-4 hereto, representing
        the right to the Percentage Interest of distributions provided for the Class
        R
        Certificates as set forth herein, and representing beneficial ownership of
        the
        Class R Interest held by the ES Trust as described in the Preliminary Statements
        and this Agreement.

       

      Class
        R Interest: The sole class of uncertificated Residual Interests in the Trust
        REMIC held by the ES Trust the beneficial ownership of which is represented
        by
        the Class R Certificates.

       

      Class
        R Pass-Through Rate: Shall mean with respect to the Class R Certificates and
        any Distribution Date, a fixed rate equal to 6.500% per annum.

       

      Class
        X Certificate: Any Certificate designated as a “Class X Certificate” on the
        face thereof, in the form of Exhibit A-2 hereto, representing the right to
        its
        Percentage Interest of distributions provided for the Class X Certificates
        as
        set forth herein and representing beneficial ownership of the uncertificated
        Trust REMIC Regular Interest held by the ES Trust for which such Certificate
        is
        designated as the Corresponding Certificate in the Preliminary Statements
        and
        this Agreement.

       

      Class
        X Pass-Through Rate: With respect to the Class X Certificates and to any
        Distribution Date, the weighted average of the excess, if any, of (a) the
        Net
        Mortgage Rate of each Mortgage Loan, over (b) 6.500% per annum.

       

      Closing
        Date: September 19, 2007.

       

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

       

      Combination
        Group: One of the alternative combinations of Exchangeable Certificates and
        Exchanged Certificates that may be exchanged for each other as set forth
        in the
        Exhibit EE.

       

      Commission:  The
        Securities and Exchange Commission.

       

      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-AC6.  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-AC6.

       

      Corresponding
        Certificate:  With respect to each Trust REMIC Regular Interest
        and the Class R Interest listed in the table labeled “Trust REMIC” in the
        Preliminary Statements, the Certificate specified in that table as the
“Corresponding Certificate” representing the beneficial ownership
        thereof.

       

      Cross-Over
        Date: The Distribution Date on which the aggregate Certificate Principal
        Balance of the Subordinate Certificates has been reduced to zero (giving
        effect
        to all related distributions for such Distribution Date).

       

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

       

      Custodial
        Agreement: An agreement, dated as of September 19, 2007, among the
        Depositor, the Company as a seller, Master Funding as a 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 Wells Fargo Custodial
        Agreement.

       

      Cut-off
        Date: September 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 $259,073,325.19.

       

      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.

       

      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 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 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 delinquent” and so
        on.  The determination as to whether a Mortgage Loan falls into these
        categories is made as of the last day of the prior calendar month.

       

      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.

       

      Discount
        Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less than 6.500%
        per annum.

       

      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-AC6” 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 October 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; provided,
        that following a downgrade, withdrawal, or suspension of such institution's
        rating  as set forth above, each account shall promptly (and in
        any case within not more than 30 calendar days) be moved to one or more
        segregated trust accounts in the trust department of such institution, or
        to an
        account at another institution that complies with the above requirements,
        or
        (ii) 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 (iii) any other account acceptable to the Rating Agencies, as
        evidenced in writing. Eligible Accounts may bear interest, and may include,
        if
        otherwise qualified under this definition, accounts maintained with the
        Trustee.  Notwithstanding Section 12.01, this Agreement may be amended
        to reduce the rating requirements in clause (i) above, without the consent
        of
        any of the Certificateholders, provided that 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.

       

      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.

       

      ES
        Trust: The separate trust created under this Agreement pursuant to Section
        7.10.

       

      Event
        of Default: As defined in Section 9.01 hereof.

       

      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.

       

      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.

       

      Exchangeable
        Certificates: The Class A-1 Certificates.

       

      Exchanged
        Certificates: Any of the Class A-3, Class A-4, Class A-5, Class A-6 and
        Class A-7 Certificates.

       

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

       

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

       

      Fannie
        Mae Guide:   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.

       

      Final
        Recovery Determination: With respect to any defaulted Mortgage Loan or any
        REO Property (other than a Mortgage Loan or REO Property purchased by EMC
        (on
        its own behalf as Seller and on behalf of Master Funding) pursuant to or
        as
        contemplated by Section 2.03(e) 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,
        October 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.

       

      Fitch:  Fitch
        Ratings, and any successor thereto.

       

      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.

       

      Freddie
        Mac Guide:   The Freddie Mac
        Selling Guide and the Freddie Mac Servicing Guide and all amendments or
        additions 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).

       

      GreenPoint:  GreenPoint
        Mortgage Funding, Inc.

       

      GreenPoint
        Assignment Agreement:  The Assignment, Assumption and Recognition
        Agreement, dated as of September 19, 2007, by and among the Seller, GreenPoint
        and the Trustee evidencing the assignment of the GreenPoint Servicing Agreement
        to the Trust, attached hereto as Exhibit R-2.

       

      GreenPoint
        Servicing Agreement:  The Purchase, Warranties and Servicing
        Agreement, dated as of September 1, 2003, between the Seller and GreenPoint,
        as
        amended by Amendment Number One, dated as of January 1, 2006, attached hereto
        as
        Exhibit Q-2, as modified by the GreenPoint Assignment Agreement.

       

      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.

       

      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 X 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 (other than the Class A-3 Certificates and Class A-4
        Certificates), Class X, Class R and Class B Certificates and any Distribution
        Date, the calendar month immediately preceding such Distribution Date. With
        respect to the Class A-3 Certificates and Class A-4 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 to and
        including the 24th day of the calendar month in which such Distribution Date
        occurs. The Class PO 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 A, Class X, Class R and Class B
        Certificates will be made on the basis of a 360-day year consisting of twelve
        30-day months.

       

      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
        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 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 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 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 (on its own behalf
        as Seller and on behalf of Master Funding) pursuant to Section 4.21 and (f)
        the
        interest portion of any proceeds received from the exercise of an Optional
        Termination with respect to the Mortgage Loans 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.

       

      Interest
        Only Certificates: The Class X Certificates.

       

      Interest
        Shortfall: With respect to any Distribution Date, the aggregate shortfall,
        if any, in collections of interest (adjusted to the related Net Mortgage
        Rates)
        on the Mortgage Loans resulting from (a) prepayments in full received during
        the
        related Prepayment Period, (b) partial prepayments received during the related
        Prepayment Period to the extent applied prior to the Due Date in the month
        of
        the Distribution Date and (c) interest payments on certain of the Mortgage
        Loans
        being limited pursuant to the provisions of the Relief Act or similar state
        or
        local laws.

       

      Issuing
        Entity: Bear Stearns Asset Backed Securities I Trust 2007-AC6.

       

      Latest
        Possible Maturity Date:  October 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
        Trust
        REMIC Regular Interest 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-3 Certificates and Class A-4
        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
        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.

       

      Master
        Funding: Master Funding LLC, a Delaware limited liability company, and its
        successors and assigns, in its capacity as the seller of the Master Funding
        Mortgage Loans to the Depositor.

       

      Master
        Funding Mortgage Loans:  The Mortgage Loans identified as such on
        the Mortgage Loan Schedule for which Master Funding is the applicable
        seller.

       

      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-AC6 – 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 September 19, 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 the 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(d)(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 September 19, 2007, among EMC, as a seller, Master Funding, as
        a
        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
        Loan Seller:  EMC or Master Funding, as applicable.

       

      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.

       

      National
        City:  National City Mortgage Co.

       

      National
        City Assignment Agreement:  The Assignment, Assumption and
        Recognition Agreement, dated as of September 19, 2007, by and among the Seller,
        National City and the Trustee evidencing the assignment of the National City
        Servicing Agreement to the Trust, attached hereto as Exhibit R-4.

       

      National
        City Servicing Agreement:  The Purchase, Warranties and Servicing
        Agreement, dated as of October 1, 2001, between the Seller and National City,
        as
        amended by Amendment Reg AB dated as of March 1, 2006, attached hereto as
        Exhibit Q-4, as modified by the National City Assignment Agreement.

       

      Net
        Interest
        Shortfalls: The
Interest
        Shortfalls net of payments by
        the related
        Servicer in respect
        of
        Compensating Interest, together with Interest
        Shortfalls due to the
        application of the
        Relief Act or similar state or local laws.

       

      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.

       

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

       

      Non-Discount
        Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate greater than or
        equal to 6.500% per annum.

       

      Non-PO
        Percentage: With respect to any Mortgage Loan with a Net Mortgage Rate less
        than 6.500% per annum, a fraction, expressed as a percentage, (x) the numerator
        of which is equal to the related Net Mortgage Rate, and (y) the denominator
        of
        which is equal to 6.500% per annum. With respect to any Non-Discount Mortgage
        Loan, 100%.

       

      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: As of any Determination Date and with respect to the Class X
        Certificates, the aggregate Stated Principal Balance of the Mortgage
        Loans.

       

      Offered
        Certificates: Any of the Class A, Class PO, Class X, Class R, 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, Master Funding, 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 Bloomberg Terminal Telerate Successor
        Page 3750,  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 initial Interest Accrual Period will be 5.61875% per annum
        with
        regard to the Class A-3 Certificates and Class A-4
        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 aggregate
        Stated Principal Balance of the Mortgage Loans is equal to or less than 10%
        of
        the aggregate Stated Principal Balance 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.

       

      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, the Class A-1
        Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate,
        Class A-4 Pass-Through Rate, Class A-5 Pass-Through Rate, Class A-6 Pass-Through
        Rate, Class A-7 Pass-Through Rate, Class X Pass-Through Rate, Class R
        Pass-Through Rate or Class B Pass-Through Rate, as applicable.

       

      With
        respect to the Class P Certificates and Class PO Certificates, 0.00% per
        annum.

       

      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.

       

      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, as evidenced in writing;

       

      (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, as evidenced in writing;

       

      (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, as evidenced in writing;

       

      (v)  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, as evidenced
        in writing;

       

      (vi)  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;

       

      (vii)  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;

       

      (viii)  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, as evidenced in writing;

       

      (ix)  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, as evidenced in writing; and

       

      (x)  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 (viii) 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 the Trust REMIC 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.

       

      PO
        Percentage: With respect any related Discount Mortgage Loan a fraction,
        expressed as a percentage, (x) the numerator of which is equal to 6.500%
        per
        annum minus the Net Mortgage Rate thereof and (y) the denominator of which
        is
        equal to 6.500% per annum.

       

      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) of this Agreement or the related Servicing
        Agreement.

       

      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
        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 the 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 (on its own behalf as Seller
        and on
        behalf of Master Funding) 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 Mortgage
        Loans
        pursuant to Section 2.03(e), (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 Depositor or its designee with respect to
        the
        Mortgage Loans pursuant to Section 11.01 minus (ii) the sum of (a) 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 and (b) any Capitalization
        Reimbursement Amount to the extent such amount related to any Mortgage
        Loan.

       

      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.

       

      Priority
        Amount:  For any Distribution Date and Class A-7 Certificates, the
        product of (i) the Shift Percentage and (ii) the sum of (x) the Scheduled
        Principal Payment Amount for such Distribution Date and (y) the Unscheduled
        Principal Payment Amount for such Distribution Date.

       

      Private
        Certificates: Any of the Class B-4, Class B-5, Class B-6 and Class P
        Certificates.

       

      Prospectus
        Supplement: The Prospectus Supplement dated September 18, 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. Each Protected Account shall be an Eligible Account.

       

      PUD:
        A Planned Unit Development.

       

      Purchase
        Price: With respect to any
        Mortgage Loan (x) required 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 Stated Principal
        Balance 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 applicable
        Mortgage Rate through and including the last day of the month of such 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, 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
        Agency: Each of Fitch 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 or the amount by which the principal balance of such Mortgage
        Loan
        has been reduced and/or the amount by which the interest portion of a Scheduled
        Payment has been reduced and (b) the amount of any Advances and Servicing
        Advances, to the extent forgiven, 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; provided that the amounts expressed in
        clause (a) above shall not include the amounts expressed in clause (b) above.
        In
        addition, to the extent the Master Servicer receives Subsequent Recoveries
        with
        respect to any Mortgage Loan, the amount of the Realized Losses with respect
        to
        that Mortgage Loan will be reduced to the extent such recoveries are distributed
        to any Class of Certificates.

       

      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 X, Class
        PO, Class R, Class P and Class B 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
        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.

       

      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(g).

       

      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.

       

      Residual
        Certificates:  The Class R Certificates.

       

      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.

       

      Scheduled
        Principal Payment
        Amount:  For
        any Distribution Date and with respect to the Class A-7 Certificates, an
        amount
        equal to the product of (x) the aggregate of the collections described in
        clause
        (1) of the definition of Senior Principal Distribution Amount and that
        Distribution Date (without application of the Senior Percentage) multiplied
        by
        (y) a fraction, (i) the numerator of which is the Certificate Principal Balance
        of the Class A-7 Certificates immediately prior to that Distribution Date
        and
        (ii) the denominator of which is the sum of the Non-PO Percentages of the
        Stated
        Principal Balances of the Mortgage Loans as of the first day of the related
        Due
        Period.

       

      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, Class X, Class PO and Class R
        Certificates.

       

      Senior
        Percentage: The lesser of (a) 100% and (b) the percentage obtained by
        dividing the aggregate Certificate Principal Balance of the Senior Certificates
        (other than the Interest Only Certificates and Class PO Certificates),
        immediately prior to such Distribution Date, by the aggregate Stated Principal
        Balance of the Mortgage Loans (other than the PO Percentage thereof with
        respect
        to the related Discount Mortgage Loans) as of the beginning of the related
        Due
        Period.

       

      Senior
        Prepayment Percentage: The Senior Prepayment Percentage for the Senior
        Certificates, on any Distribution Date occurring during the periods set forth
        below will be as follows:

       

      
        
          	
                  Period
                    (dates inclusive)

                	
                  Senior
                    Prepayment Percentage

                
	 	 
	
                  October
                    25, 2007 – September 25, 2012

                	
                  100%

                
	 	 
	
                  October
                    25, 2012 – September 25, 2013

                	
                  Senior
                    Percentage plus 70% of the Subordinate Percentage.

                
	 	 
	
                  October
                    25, 2013 - September 25, 2014

                	
                  Senior
                    Percentage plus 60% of the Subordinate Percentage.

                
	 	 
	
                  October
                    25, 2014 - September 25, 2015

                	
                  Senior
                    Percentage plus 40% of the Subordinate Percentage.

                
	 	 
	
                  October
                    25, 2015 – September 25, 2016

                	
                  Senior
                    Percentage plus 20% of the Subordinate Percentage.

                
	 	 
	
                  October
                    25, 2016 and thereafter

                	
                  Senior
                    Percentage

                


        

      

       

      Any
        scheduled reduction to the Senior Prepayment Percentage for the Senior
        Certificates shall not be made as of any Distribution Date unless, as of
        the
        last day of the month preceding such Distribution Date (1) the aggregate
        Stated
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and such Mortgage
        Loans
        with respect to which the related mortgaged property has been acquired by
        the
        Trust) averaged over the last six months, as a percentage of the aggregate
        Certificate Principal Balance of the Subordinate Certificates does not exceed
        50% and (2) cumulative Realized Losses on the Mortgage Loans do not exceed
        (a)
        30% of the aggregate Certificate Principal Balance of the Subordinate
        Certificates as of the closing date (“Original Subordinate Principal Balance”)
        if such Distribution Date occurs between and including October 2012 and
        September 2013, (b) 35% of the Original Subordinate Principal Balance if
        such
        Distribution Date occurs between and including October 2013 and September
        2014,
        (c) 40% of the Original Subordinate Principal Balance if such Distribution
        Date
        occurs between and including October 2014 and September 2015, (d) 45% of
        the
        Original Subordinate Principal Balance if such Distribution Date occurs between
        and including October 2015 and September 2016, and (e) 50% of the Original
        Subordinate Principal Balance if such Distribution Date occurs during or
        after
        October 2016.

       

      Notwithstanding
        the foregoing, if on any Distribution Date, the percentage, the numerator
        of
        which is the aggregate Certificate Principal Balance of the Senior Certificates
        (other than the Interest Only Certificates and Class PO Certificates)
        immediately preceding such Distribution Date, and the denominator of which
        is
        the aggregate Stated Principal Balance of the Mortgage Loans (other than
        the PO
        Percentage thereof with respect to the related Discount Mortgage Loans) as
        of
        the beginning of the related Due Period, exceeds such percentage as of the
        cut-off date, then the Senior Prepayment Percentage with respect to the Senior
        Certificates for such Distribution Date will equal 100%.

       

      Senior
        Principal Distribution Amount: With respect to each of the Senior
        Certificates and each Distribution Date, an amount equal to

       

      (x)           the
        sum of the following (but in no event greater than the aggregate Certificate
        Principal Balance of the Senior Certificates immediately prior to such
        Distribution Date):

       

      (1)           the
        Senior Percentage of the Non-PO Percentage of the principal portion of all
        Scheduled Payments due on the Mortgage Loans on the related Due Date, as
        specified in the amortization schedule at the time applicable thereto (after
        adjustment for previous principal prepayments but before any adjustment to
        such
        amortization schedule by reason of any bankruptcy or similar proceeding or
        any
        moratorium or similar waiver or grace period);

       

      (2)           the
        applicable Senior Prepayment Percentage of the Non-PO Percentage of the Stated
        Principal Balance of each Mortgage Loan which was the subject of a prepayment
        in
        full received by the Master Servicer during the applicable Prepayment
        Period;

       

      (3)           the
        applicable Senior Prepayment Percentage of the Non-PO Percentage of all partial
        prepayments allocated to principal received during the applicable Prepayment
        Period;

       

      (4)           the
        lesser of (a) the applicable Senior Prepayment Percentage of the Non-PO
        Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal
        received in respect of each Mortgage Loan which became a Liquidated Mortgage
        Loan during the related Prepayment Period (other than Mortgage Loans described
        in the immediately following clause (ii)) and all Subsequent Recoveries received
        in respect of each Liquidated Mortgage Loan during the related Due Period
        and
        (ii) the Stated Principal Balance of each such Mortgage Loan purchased by
        an
        insurer from the Trustee during the related Prepayment Period pursuant to
        the
        related primary mortgage insurance policy, if any, or otherwise; and (b)
        the
        applicable Senior Percentage of the Non-PO Percentage of the sum of (i) the
        Stated Principal Balance of each Mortgage Loan which became a Liquidated
        Mortgage Loan during the related Prepayment Period (other than the Mortgage
        Loans described in the immediately following clause (ii)) and (ii) the Stated
        Principal Balance of each such Mortgage Loan that was purchased by an insurer
        from the Trustee during the related Prepayment Period pursuant to the related
        primary mortgage insurance policy, if any or otherwise; and

       

      (5)           the
        applicable Senior Prepayment Percentage of the Non-PO Percentage of the sum
        of
        (a) the Stated Principal Balance of each Mortgage Loan which was repurchased
        by
        EMC or its designee in connection with such Distribution Date and (b) the
        excess, if any, of the Stated Principal Balance of each Mortgage Loan that
        has
        been replaced by EMC or its designee with a substitute Mortgage Loan pursuant
        to
        the Mortgage Loan Purchase Agreement in connection with such Distribution
        Date
        over the Stated Principal Balance of each such substitute Mortgage Loan;
        minus

       

      (y)           the
        Capitalization Reimbursement Amount for such Distribution Date, other than
        the
        Class PO Percentage of any portion of that amount related to each Discount
        Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior
        Principal Distribution Amount, without giving effect to this clause (y),
        and the
        denominator of which is the sum of the principal distribution amounts for
        all
        Classes of Certificates, other than the Class PO Certificates, payable from
        the
        Available Funds without giving effect to any reductions for the Capitalization
        Reimbursement Amount.

       

      Servicer:
        Any of Bank of America, EMC, GreenPoint, Mid America and National City 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 Bank of America Servicing Agreement, GreenPoint
        Servicing Agreement, Mid America Servicing Agreement or National City 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.

       

      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 equal to 0.250% per annum.

       

      Servicing
        Modification: With respect to any Mortgage Loan that is in default or with
        respect to which default is imminent or reasonably foreseeable or as otherwise
        set forth in this Agreement or the related Servicing Agreement, any modification
        which is effected by the related Servicer in accordance with the terms of
        this
        Agreement or the related Servicing Agreement, as applicable, that results
        in any
        change to the payment terms of the Mortgage Loan.

       

      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.

       

      Shift
        Percentage: On any Distribution
        Date occurring
        during the periods set forth below will be as follows:

       

      
        
          	
                  
                    Period
                      (dates
                      inclusive)

                  

                	
                  
                    Shift
                      Percentage

                  

                
	
                  October
                    25, 2007 – September
25,
                    2012

                	
                  0%

                
	
                  October
                    25, 2012 – September
                    25, 2013

                	
                  30%

                
	
                  October
                    25, 2013 – September
                    25, 2014

                	
                  40%

                
	
                  October
                    25, 2014 – September
                    25, 2015

                	
                  60%

                
	
                  October
                    25, 2015 – September
                    25, 2016

                	
                  80%

                
	
                  October
                    25, 2016 and
                    thereafter

                	
                  100%

                


        

         

      

      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, (1) the sum of (a) the Cut-off Date Principal
        Balance
        thereof and (b) the amount by which the Stated Principal Balance of the Mortgage
        Loan has been increased pursuant to a Servicing Modification minus (2) 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, (iii) 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 (iv) any
        Realized Losses on such Mortgage Loan incurred during the prior calendar
        month.
        The Stated Principal Balance of a Liquidated Loan equals zero.

       

      Subordinate
        Certificate Writedown Amount: With respect to the Subordinate Certificates,
        the amount by which (x) the sum of the Certificate Principal Balances of
        the
        Certificates (other than the Class X Certificates and Class P Certificates)
        (after giving effect to the distribution of principal and the allocation
        of
        Realized Losses in reduction of the Certificate Principal Balances of the
        Certificates (other than the Class X Certificates and Class P Certificates)
        on
        such Distribution Date) exceeds (y) the Stated Principal Balances of the
        Mortgage Loans on the Due Date related to such Distribution Date.

       

      Subordinate
        Optimal Principal Amount: With respect to the Subordinate Certificates and
        each Distribution Date will be an amount equal to

       

      (x)           the
        sum of the following (but in no event greater than the aggregate Certificate
        Principal Balance of the Subordinate Certificates immediately prior to such
        Distribution Date):

       

      (1)           the
        Subordinate Percentage of the Non-PO Percentage of the principal portion
        of all
        Scheduled Payments due on each Mortgage Loan on the related Due Date, as
        specified in the amortization schedule at the time applicable thereto (after
        adjustment for previous principal prepayments but before any adjustment to
        such
        amortization schedule by reason of any bankruptcy or similar proceeding or
        any
        moratorium or similar waiver or grace period);

       

      (2)           the
        applicable Subordinate Prepayment Percentage of the Non-PO Percentage of
        the
        Stated Principal Balance of each Mortgage Loan which was the subject of a
        prepayment in full received by the Master Servicer during the applicable
        Prepayment Period;

       

      (3)           the
        applicable Subordinate Prepayment Percentage of the Non-PO Percentage of
        all
        partial prepayments of principal received during the applicable Prepayment
        Period for each Mortgage Loan;

       

      (4)           the
        excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
        received during the related Prepayment Period in respect of each liquidated
        Mortgage Loan over (b) the sum of the amounts distributable to the holders
        of
        the Senior Certificates (other than the Class X Certificates and Class PO
        Certificates) pursuant to clause (4) of the definition of “Senior Principal
        Distribution Amount” and clause (iv) of the definition of “Class PO Certificate
        Principal Distribution Amount” on such Distribution Date;

       

      (5)           the
        applicable Subordinate Prepayment Percentage of the Non-PO Percentage of
        the sum
        of (a) the Stated Principal Balance of each Mortgage Loan which was repurchased
        by EMC or its designee in connection with such Distribution Date and (b)
        the
        difference, if any, between the Stated Principal Balance of a Mortgage Loan
        that
        has been replaced by EMC or its designee with a substitute Mortgage Loan
        pursuant to the Mortgage Loan Purchase Agreement in connection with such
        Distribution Date and the Stated Principal Balance of such substitute Mortgage
        Loan; and

       

      (6)           on
        the Distribution Date on which the Certificate Principal Balances of the
        Senior
        Certificates (other than the Interest Only Certificates and Class PO
        Certificates) have all been reduced to zero, 100% of any applicable Senior
        Principal Distribution Amount; minus

       

      (y)           the
        Capitalization Reimbursement Amount for such Distribution Date, other than
        the
        Class PO Percentage of any portion of that amount related to each Discount
        Mortgage Loan multiplied by a fraction, the numerator of which is the
        Subordinate Optimal Principal Amount payable to such Class of Subordinate
        Certificates, without giving effect to this clause (y), and the denominator
        of
        which is the sum of the principal distribution amounts for all Classes of
        Certificates, other than the Class PO Certificates, payable from the Available
        Funds without giving effect to any reductions for the Capitalization
        Reimbursement Amount.

       

       Subordinate
        Percentage: As of any Distribution Date, 100% minus the Senior Percentage
        for the Senior Certificates. The initial Subordinate Percentage will be equal
        to
        8.04%.

       

      Subordinate
        Prepayment Percentage: As of any Distribution Date, 100% minus the Senior
        Prepayment Percentage, except that on any Distribution Date after the
        Certificate Principal Balance of each Class of Senior Certificates have each
        been reduced to zero, the Subordinate Prepayment Percentage for the Subordinate
        Certificates will equal 100%.

       

      Subordinated
        Certificates:  Any of the Class B 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, a Mortgage
        Loan that has been modified which resulted in a Realized Loss 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(e).

       

      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.

       

      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 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 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. Prepayment Charge Waiver Amounts
        shall not be included in the Trust REMIC.

       

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

       

      Trust
        REMIC Regular Interest:  Any of the separate non-certificated
        beneficial ownership interests in the Trust REMIC issued hereunder and
        designated as a Regular Interest in the Trust REMIC. Each Trust REMIC Regular
        Interest shall accrue interest at the related Uncertificated Trust REMIC
        Pass-Through Rate in effect from time to time, and (except for Trust REMIC
        Regular Interest X) 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 Trust REMIC Regular Interests
        are
        set forth in the Preliminary Statement hereto.

       

      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 Loan as of the Due Date in the month preceding the month in
        which
        such Distribution Date occurs.

       

      Trustee
        Fee Rate: 0.020% per annum.

       

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

       

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

       

      Uncertificated
        Notional Amount:  With respect to Trust REMIC Regular Interest X
        and any Distribution Date, an amount equal to the aggregate Stated Principal
        Balance of the Mortgage Loans.

       

      Uncertificated
        Principal Balance:  With respect to each Trust REMIC Regular
        Interest (other than Trust REMIC Regular Interest X) and the Class R Interest,
        the principal amount of such Trust REMIC Regular Interest and Class R Interest
        outstanding as of any date of determination. As of the Closing Date, the
        Uncertificated Principal Balance of each Trust REMIC Regular Interest and
        Class
        R 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 Balances of the Trust REMIC Regular Interests and
        Class
        R Interest shall be reduced by all distributions of principal made on such
        Trust
        REMIC Regular Interests and Class R 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. The Uncertificated Principal Balance of each Trust REMIC Regular
        Interest and Class R Interest shall never be less than zero.

       

      Uncertificated
        Trust REMIC Pass-Through Rate: With respect to Trust REMIC Regular Interests
        A-2, B-1, B-2, B-3, B-4, B-5 and B-6 and the Class R Interest and any
        Distribution Date, 6.50% per annum.

       

      With
        respect to Trust REMIC Regular Interests A-1-1FL, A-1-2FL and
        A-1-3FL  and any Distribution Date, One-Month LIBOR plus 0.700%
        per annum,
        subject to a maximum rate of 7.500% per annum and a minimum rate
        of  0.700% per annum.

       

      With
        respect to Trust REMIC Regular Interests A-1-1INV, A-1-2INV and
        A-1-3INV  and any Distribution Date, 44.200% per annum minus (6.5 x One-Month
        LIBOR), subject to a maximum rate of 44.200% per annum and a minimum rate
        of  0.000% per annum.

       

      With
        respect to Trust REMIC Regular Interest X and any Distribution Date, the
        weighted average of the excess, if any, of (a) the Net Mortgage Rate of each
        Mortgage Loan over (b) 6.500% per annum.

       

      With
        respect to Trust REMIC Regular Interests P and PO, 0.00% per annum.

       

      Unscheduled
        Principal Payment
        Amount:  For
        any Distribution Date and with respect to the Class A-7 Certificates, an
        amount
        equal to the product of (x) the aggregate of the collections described in
        clauses (2) through (5) of the definition of Senior Principal Distribution
        Amount and that Distribution Date (without application of the related Senior
        Prepayment Percentage) multiplied by (y) a fraction, (i) the numerator of
        which
        is the Certificate Principal Balance of the Class A-7 Certificates immediately
        prior to that Distribution Date and (ii) the denominator of which is the
        sum of
        the Non-PO Percentages of the Stated Principal Balances of the Mortgage Loans
        as
        of the first day of the related Due Period.

       

      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) 96.50% to the Class A
        Certificates and Class B Certificates, (ii) 1% to each of the Class X, Class
        PO
        and Class P Certificates and (iii) 0.50% to each of the Class R Certificates,
        with the allocation among the Class A Certificates and Class B 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. Voting rights of the Exchangeable Certificates
        will be allocated among Exchanged Certificates received in exchange for such
        Exchangeable Certificates, on a pro rata basis, in accordance with their
        respective Certificate Principal Balances.

       

      Section
        1.02  Allocation
        of Certain Interest Shortfalls.

       

      For
        purposes of calculating the amount of the Accrued Certificate Interest for
        the
        Class A, Class X, Class R and Class B Certificates for any Distribution Date,
        (1) the aggregate amount of any Net Interest Shortfalls for any Distribution
        Date shall be allocated among such Certificates in proportion to the amount
        of
        Interest Funds that would have been allocated to such Certificates in the
        absence of such Net Interest Shortfalls, and (2) the interest portion of
        Realized Losses shall be allocated first, to the Class B-6 Certificates,
        second
        to the Class B-5 Certificates, third to the Class B-4 Certificates, fourth
        to
        the Class B-3 Certificates, fifth to the Class B-2 Certificates and sixth
        to the
        Class B-1 Certificates, and following the Cross-Over Date, fourth to the
        Senior
        Certificates, on a pro rata basis.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        Trust REMIC Regular Interests (other than Trust REMIC Regular Interests P
        and
        PO) and the Class R Interest for any Distribution Date, the aggregate amount
        of
        any Net Interest Shortfalls and interest portion of Realized Losses for any
        Distribution Date shall be allocated among such Trust REMIC Regular Interests
        and the Class R Interest as such amounts are allocable to the Corresponding
        Certificates; provided, however, that solely for purposes of the foregoing,
        any
        shortfalls or losses allocable on any Distribution Date to any Certificates
        that
        are the Corresponding Certificates for two or more Trust REMIC Regular Interests
        on such Distribution Date shall be allocable to such Trust REMIC Regular
        Interests on a pro rata basis.

       


      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. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
        sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
        without recourse, all the right, title and interest of Master Funding 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. Although it is the intent
        of the parties to this Agreement that the conveyance of the Depositor’s right,
        title and interest in and to the Mortgage Loans and other assets in the Trust
        Fund pursuant to this Agreement shall constitute a purchase and sale and
        not a
        loan, in the event that such conveyance is deemed to be a loan, it is the
        intent
        of the parties to this Agreement that the Depositor shall be deemed to have
        granted to the Trustee a first priority perfected security interest in all
        of
        the Depositor’s right, title and interest in, to and under the Mortgage Loans
        and other assets in the Trust Fund, and that this Agreement shall constitute
        a
        security agreement under applicable law.

       

      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.

       

      The
        Depositor, the Seller, the Master
        Servicer and the Trustee agree that it is not intended that any mortgage
        loan be
        conveyed to the Trust that is a “High-Cost Home Loan” as defined by applicable
        anti-predatory lending laws.

       

      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 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-AC6”, and
        in each case showing an unbroken chain of endorsements from the related
        originator, at the time they made the initial endorsement, to the last endorsee
        up to and including the point the related Mortgage Loan Seller acquired such
        mortgage loan, (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 to and recorded in the name
        of
        MERS®, the assignment (either an original or a certified copy, which may be in
        the form of a blanket assignment if permitted in the jurisdiction in which
        the
        Mortgaged Property is located) to blank or 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-AC6,” 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) 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
        or
        Master Funding, as applicable, 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, 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
        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.

       

      EMC
        (on
        its own behalf as Seller and on behalf of Master Funding) 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 EMC (on its own behalf as Seller and
        on
        behalf of Master Funding)  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 EMC (on its own behalf as Seller and on behalf
        of Master Funding) and its successors and assigns. In the event that EMC
        (on its
        own behalf as Seller and on behalf of Master Funding), 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, EMC (on its
        own
        behalf as Seller and on behalf of Master Funding) shall submit or cause to
        be
        submitted for recording as specified above or, should EMC (on its own behalf
        as a
        Mortgage Loan Seller and on behalf of Master Funding) 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
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master
        Funding)  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 EMC (on its own behalf as
        Seller
        and on behalf of Master Funding) 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. EMC (on its own behalf as Seller
        and on
        behalf of Master Funding) 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 EMC (on its behalf and on behalf of Master
        Funding), the Master Servicer and the Trustee an Initial Certification
        substantially in the form of Exhibit One to the Custodial Agreement 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 EMC (on its own behalf and on behalf of Master Funding), the Master
        Servicer and, if reviewed by the Custodian, the Trustee, an Interim
        Certification substantially in the form of Exhibit Two to the Custodial
        Agreement. 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 (i.e. torn, mutilated, or otherwise physically altered),
        the Trustee or the Custodian on its behalf shall include such information
        in the
        exception report. EMC (on its own behalf and on behalf of Master Funding)
        shall
        correct or cure any such defect or, if prior to the end of the second
        anniversary of the Closing Date, EMC (on its own behalf and on behalf of
        Master
        Funding) 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 EMC (on its own behalf and on behalf of Master Funding) fails
        to
        correct or cure the defect or deliver such opinion within such period, EMC
        (on
        its own behalf and on behalf of Master Funding) 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 EMC (on its own behalf and on behalf of Master Funding)
        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, EMC (on its own behalf and on behalf of Master Funding)
        shall not be required to purchase such Mortgage Loan if EMC (on its own behalf
        and on behalf of Master Funding) 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 EMC (on
        its
        own behalf and on behalf of Master Funding), the Master Servicer and, if
        reviewed by the Custodian, to the Trustee, a Final Certification substantially
        in the form of Exhibit Three to the Custodial Agreement. 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 EMC. EMC (on its own
        behalf
        and on behalf of Master Funding) shall correct or cure any such defect or,
        if
        prior to the end of the second anniversary of the Closing Date, EMC (on its
        own
        behalf and on behalf of Master Funding) 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 EMC (on its own behalf and on behalf
        of
        Master Funding) 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, EMC (on its own behalf and on behalf of Master Funding)
        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 EMC (on its own behalf
        and on behalf of Master Funding) 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, EMC (on its own behalf and on behalf of Master Funding) shall
        not
        be required to purchase such Mortgage Loan, if EMC (on its own behalf and
        on
        behalf of Master Funding) 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 EMC (on its own behalf and on
        behalf
        of Master Funding) in accordance with subsections 2.02(a) or (b) above or
        Section 2.03, EMC (on its own behalf and on behalf of Master Funding) 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 EMC (on its own behalf and on behalf of Master Funding), 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)  EMC
        (on
        its own behalf and on behalf of Master Funding) 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.

       

      (viii)  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.

       

      (ix)  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.

       

      (x)  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.

       

      (b)  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.

       

      (c)  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.

       

      (d)  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.

       

      (e)  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 applicable 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(e) 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 EMC (on
        its own as Seller and on behalf of Master Funding) 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.

       

      (f)  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 Mortgage Loan Sellers,
        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 the Trust
        REMIC or contributions after the Closing Date, as defined in Sections 860F(a)(2)
        and 860G(d) of the Code, respectively, or (ii) cause the Trust REMIC 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) cure such defect or breach, (ii) substitute, if
        the conditions in Section 2.03(e) with respect to substitutions are satisfied,
        a
        Replacement Mortgage Loan for the affected Mortgage Loan, or (iii) repurchase
        the affected Mortgage Loan within 90 days of such discovery in the same manner
        as it would for a defect or a breach described in Section 2.02 or Section
        2.03,
        as applicable. 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 for a defect or a breach described in Section
        2.02 or Section 2.03, as applicable.

       

      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
        Trust
        REMIC Regular Interests, the Class R Interest and the other assets of the
        ES
        Trust for the benefit of the Holders of the Certificates. The Trustee
        acknowledges receipt of the Trust REMIC Regular Interests (which are
        uncertificated), the Class R Interest (which is uncertificated) and the other
        assets of the ES Trust and declares that it holds and will hold the same
        in
        trust for the exclusive use and benefit of the Holders of the
        Certificates.

       

      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
        cause
        the ES Trust 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, including any loss mitigation
        practices as set forth in Section 5.01; 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 the Trust REMIC as defined in Section
        860F of the Code or cause the Trust REMIC 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 the
        Trust
        REMIC 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 shall 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 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 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 the Trust REMIC and the ES Trust created hereunder shall exist, the
        Trustee shall act in accordance herewith to assure continuing treatment of
        the
        Trust REMIC as a REMIC and the ES Trust as a grantor trust for federal income
        tax purposes, 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
        2.02 or
        2.03 of this Agreement, as applicable, accept any contribution to the Trust
        REMIC after the Startup Day without receipt of a REMIC Opinion; (c) acquire
        any
        assets for the Trust REMIC other than any REO Property after the Startup
        Day
        without receipt of a REMIC Opinion; or (d) vary the corpus of the ES
        Trust.

       

      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 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.

       

      (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 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.  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 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. Nothing herein shall impose
        any
        obligation on the part of the Trustee to assume or succeed to the duties
        or
        obligations of the Master Servicer unless the Trustee has not been able to
        find
        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 the Trust REMIC 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 the Trust REMIC to fail to qualify as a REMIC or result in the
        imposition of a tax upon the Trust REMIC 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 the 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 the 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, pursue loss mitigation practices 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).

       

      Pursuant
        to this Agreement or the related Servicing Agreement, the related Servicer,
        or
        any subservicer and each subcontractor that is engaged by such Servicer,
        is
        obligated to provide such Annual Statement of Compliance 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
        Annual Statement of Compliance received from a Servicer or any subservicer
        and
        each subcontractor 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.

       

      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.  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(c), 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 Section 4.16, Section 4.17 and Section 4.18 of
        this
        Agreement is to facilitate compliance by the Seller and the Depositor 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 provided by the Commission in
        respect of the requirements of Regulation AB, (c) the parties shall comply
        with
        reasonable requests made by the Seller, the Trustee or the Depositor for
        delivery of additional or different information as the Seller, the Trustee
        or
        the Depositor 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 parties’ obligations 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, but not the obligation,
        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 shall have the right,
        but not the
        obligation, to purchase any Mortgage Loan from the Trust for which (i)
        the initial Scheduled Payment due to the Seller or (ii) the initial Scheduled
        Payment due to the Trust becomes thirty (30) days Delinquent; provided, however,
        such optional purchase shall be exercised no later than the 270th day
        after such Mortgage Loan is subject to such optional repurchase. Such
        purchase shall be made at a price equal to the Purchase Price. This right
        may be
        assigned by EMC to a third party, including a holder of a Class of
        Certificates.

       

      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. Consistent
        with
        and in addition to the terms set forth in this Agreement, if an EMC Mortgage
        Loan is in default or such default is reasonably foreseeable, the Company
        may
        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, (4) amend the related Mortgage Note to reduce
        the
        related Mortgage Rate with respect to any EMC Mortgage Loan, (5) convert
        the
        Mortgage Rate on any EMC Mortgage Loan from a fixed rate to an adjustable
        rate
        or vice versa, (6) with respect to an EMC Mortgage Loan with an initial fixed
        rate period followed by an adjustable rate period, extend the fixed period
        and
        reduce the adjustable rate period, and/or (7) forgive the amount of any
        interest, principal or Servicing Advances owed by the related Mortgagor;
        provided that, in the Company’s reasonable and prudent determination, such
        waiver, modification, postponement or indulgence (A) is not materially adverse
        to the interests of the Certificateholders in the aggregate on a present
        value
        basis using reasonable assumptions (including taking into account any estimated
        Realized Loss that might result absent such action); and (B) does not amend
        the
        related Mortgage Note to extend the maturity thereof later than the date
        of the
        Latest Possible Maturity Date; provided, further, with respect to any EMC
        Mortgage Loan that is not in default or if default is not reasonably
        foreseeable, unless the Company has provided 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 such modification of such EMC Mortgage Loan will
        not
        result in the imposition of taxes on or disqualify from REMIC status the
        Trust
        REMIC, the Company may not permit any modification with respect to any EMC
        Mortgage Loan. Notwithstanding the
        foregoing, for any waiver, modification, postponement or indulgence (not
        including any partial releases, assumptions of mortgages or modifications
        of any
        Mortgage Loan that is done in connection with compliance with the Relief
        Act)
        which the Company reasonably anticipates 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 waiver, modification, postponement or indulgence, together
        with any supporting documentation, to the Master Servicer for consideration
        and
        approval. The Company shall submit all waivers, modifications or variances
        of
        the terms of any Mortgage Loan with respect to partial releases, assumptions
        of
        mortgages or for modifications done in furtherance of compliance with the
        Relief
        Act, together with any supporting documentation, to the Master Servicer for
        consideration and approval.

       

      In
        connection with any such Servicing Modification, the related Servicer or
        the
        Master Servicer may reimburse itself from the Trust for any outstanding Advances
        and Servicing Advances in the same calendar month as the Servicing Modification
        to the extent that such Advances and Servicing Advances are reimbursable
        to the
        related Servicer or the Master Servicer and to the extent of Principal Funds
        in
        the Protected Account for the related Distribution Date. To the extent the
        Principal Funds available on the Distribution Date is not sufficient to
        reimburse the related Servicer or the Master Servicer for such Advances and
        Servicing Advances, the related Servicer or the Master Servicer, as applicable,
        may reimburse itself on a first priority basis from the Principal Funds that
        are
        available on future Distribution Dates in the manner set forth in this Agreement
        or the related Servicing Agreement. If any Mortgagor’s obligation to repay any
        outstanding amounts due under the terms of the related Mortgage Loan for
        which
        an Advance or Servicing Advance has been made by the related Servicer or
        the
        Master Servicer is forgiven, any such reimbursement will be treated as a
        Realized Loss which will be incurred on the Distribution Date related to
        the
        calendar month during which the Servicing Modification occurred.

       

      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-AC6”. 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, Insurance Proceeds and Subsequent Recoveries 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, not later than the applicable Remittance Date on which the monies
        so
        invested are required to be remitted to the Master Servicer.

       

      (d)  The
        Company shall give at least 30 days advance notice to the Trustee, the Mortgage
        Loan Sellers, 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 (1) 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 or (2) to the extent of Amounts Held for
        Future Distributions; provided, however, any such Amounts Held For Future
        Distribution so applied to reimburse the Company shall be replaced by the
        Company by deposit in the Protected 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 and only
        to the
        extent there are not funds otherwise available in the Protected Account to
        make
        a required distribution on such Distribution Date;

       

      (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 (1) to amounts received on particular EMC
        Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance
        Proceeds, Subsequent Recoveries and purchase and repurchase proceeds) that
        represent late recoveries of the payments for which such Servicing Advances
        were
        made or (2) to the extent of Amounts Held for Future Distributions; provided,
        however, any such Amounts Held For Future Distribution so applied to reimburse
        the Company shall be replaced by the Company by deposit in the Protected
        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 and only to the extent there are not
        funds otherwise available in the Protected Account to make a required
        distribution on such Distribution Date;

       

      (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;

       

      (ix)  to
        reimburse the Company for any
        unreimbursed Advance or Servicing Advance made with respect to a Mortgage
        Loan
        for which a Servicing Modification was made and any unreimbursed Capitalization
        Reimbursement Amount, in each case only to the extent of any Principal Funds
        related to such Mortgage Loans that are on deposit in the Protected Account;
        and

       

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

       

      Notwithstanding
        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 2:00 p.m. Central
        Standard 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.

       

      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:

       

      (a)           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

       

      (b)           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 Master Servicer Collection 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 monies 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 Master
        Servicer Collection 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 Depositor 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 (1) 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 or (2) to the extent of Amounts Held for Future
        Distributions;  provided, however, any such Amounts Held For Future
        Distribution so applied to reimburse the Master Servicer, the Company or
        the
        related Servicer shall be replaced by the Master Servicer, the Company or
        the
        related Servicer 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 and only to the extent there are not funds otherwise available
        in
        the Master Servicer Collection Account to make a required distribution on
        such
        Distribution Date;

       

      (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 (1) to amounts received
        on the related Mortgage Loan (including, for this purpose, the Purchase Price
        therefor, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries)
        which represent late recoveries of the payments for which such advances were
        made or (2) to the extent of Amounts Held for Future Distributions; provided,
        however, any such Amounts Held For Future Distribution so applied to reimburse
        the Master Servicer, the Company or the related Servicer shall be replaced
        by
        the Master Servicer, the Company or the related Servicer 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 and only to the
        extent
        there are not funds otherwise available in the Master Servicer Collection
        Account to make a required distribution on such Distribution Date;

       

      (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 Depositor 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.

       

      (a)  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.

       

      (b)  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.

       

      (c)  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
        from its own funds in the Distribution Account not later than the applicable
        Distribution Date on which the moneys so invested are required to be distributed
        to the Certificateholders. 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.

       

      
 

      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 2:00 p.m. Central Standard 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 fails to make a required Advance,
        the Master Servicer, as successor servicer, shall be required to remit the
        amount of such Advance to the Master Servicer Collection Account. If 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 master servicer
        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 Master Servicer cannot find a
        successor servicer to replace the Company as Servicer the Master Servicer
        shall
        become the successor servicer and shall be required to remit the amount of
        such
        Advance to the Master Servicer Collection Account, unless the Master Servicer
        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.  The Master Servicer is not required to make
        Compensating Interest Payments.

       

      (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 Trust REMIC Regular Interests and the Class R Interest in accordance
        with
        Section 6.07 hereof.

       

      Section
        6.04  Distributions.

       

      (a)  On
        each
        Distribution Date, the Trustee will withdraw Available Funds from the
        Distribution Account for such Distribution Date and such amounts will be
        distributed to the Certificates in the following manner and
        priority:

       

      first,
        to the Senior Certificates (other than the Class PO Certificates), on a pro
        rata
        basis, based on the respective amounts of Accrued Certificate Interest due
        on
        such Certificates, the Accrued Certificate Interest on such Classes for such
        Distribution Date, and then any Accrued Certificate Interest thereon remaining
        undistributed from previous Distribution Dates;

       

      second,
        to the Class R Certificates, the Senior Principal Distribution Amount, in
        reduction of the Certificate Principal Balance thereof, until the Certificate
        Principal Balance thereof has been reduced to zero;

       

      third,
        to the Class A-1 Certificates and Class A-2 Certificates and each group of
        Exchanged Certificates in a Combination Group (as further allocated in clause
        (d) below), concurrently on a pro rata basis, the Senior Principal Distribution
        Amount, in reduction of the aggregate Certificate Principal Balances thereof,
        until the aggregate Certificate Principal Balances thereof have been reduced
        to
        zero;

       

      fourth,
        to the Class PO Certificates, the Class PO Certificate Principal Distribution
        Amount for such Distribution Date to the extent of the remaining Available
        Funds, until the Certificate Principal Balance thereof has been reduced to
        zero;
        and

       

      fifth,
        to the Class PO Certificates, the Class PO Certificate Deferred Payment
        Writedown Amount, provided, that (i) on any Distribution Date, distributions
        pursuant to this priority fifth shall not exceed the excess, if any, of
        (x) Available Funds remaining after giving effect to distributions pursuant
        to
        priority first through fourth above over (y) the sum of the
        amount of Accrued Certificate Interest for such Distribution Date and Accrued
        Certificate Interest remaining undistributed from previous Distribution Dates
        on
        all Classes of Subordinate Certificates then outstanding, (ii) such
        distributions shall not reduce the Certificate Principal Balance of the Class
        PO
        Certificates and (iii) no distribution will be made in respect of the Class
        PO
        Certificate Deferred Payment Writedown Amount on or after the Cross-Over
        Date.

       

      (b)  On
        each
        Distribution Date on or prior to the Cross-Over Date, an amount equal to
        the sum
        of the remaining Available Funds after the distributions in (a) above will
        be
        distributed sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4,
        Class B-5 and Class B-6 Certificates, in that order, in each case up to an
        amount equal to and in the following order: (a) the Accrued Certificate Interest
        thereon for such Distribution Date, (b) any Accrued Certificate Interest
        thereon
        remaining undistributed from previous Distribution Dates and (c) such Class’s
        Allocable Share, if any, for such Distribution Date, in each case, to the
        extent
        of the sum of the remaining Available Funds.

       

      (c)  If,
        after
        distributions have been made pursuant to priority first of clause (a)
        above on any Distribution Date, the remaining Available Funds is less than
        the
        sum of the Senior Principal Distribution Amount and Class PO Certificate
        Principal Distribution Amount, such amounts shall be reduced, and such remaining
        funds will be distributed to the Senior Certificates (other than the Interest
        Only Certificates) on the basis of such reduced amounts. Notwithstanding
        any
        reduction in principal distributable to the Class PO Certificates pursuant
        to
        this paragraph, the Certificate Principal Balance of the Class PO Certificates
        shall be reduced not only by principal so distributed but also by the difference
        between (i) principal distributable to the Class PO Certificates in accordance
        with priority fourth of clause (a) above, and (ii) principal actually
        distributed to the Class PO Certificates after giving effect to this paragraph
        (such difference for the Class PO Certificates, the “Class PO Certificate Cash
        Shortfall”). The Class PO Certificate Cash Shortfall for the Class PO
        Certificates with respect to any Distribution Date will be added to the Class
        PO
        Certificate Deferred Payment Writedown Amount.

       

      (d)  In
        the
        event that the Exchangeable Certificates or Exchanged Certificates are exchanged
        for their related Exchanged Certificates or Exchangeable Certificates within
        a
        Combination Group, such Exchanged Certificates or Exchangeable Certificates
        received in such exchange will be entitled to a proportionate share of the
        principal distributions, including principal prepayments, of the Exchangeable
        Certificates or Exchanged Certificates relinquished therefor in such Combination
        Group as described in Exhibit EE. Such Exchanged Certificates or Exchangeable
        Certificates will also be entitled to the interest accrued on, and amounts
        payable in respect of certain interest shortfalls to, the Exchangeable
        Certificates or Exchanged Certificates relinquished therefor.  In
        addition, the  Exchangeable Certificates or Exchanged Certificates
        will bear a proportionate share of the Non-PO Percentage of the principal
        portion of Realized Losses allocable to the related Exchanged Certificates
        or
        Exchangeable Certificates relinquished therefor in such Combination Group,
        as described
        in Exhibit EE.

       

      On
        each
        Distribution Date, principal allocable to the Exchanged Certificates pursuant
        priority third in clause (a) above shall be distributed in the
        following order of priority:

       

      
        	
                A.  

              	
                Combination
                  Group I. To the Class A-3 Certificates and Class A-4 Certificates,
                  concurrently, on a pro rata basis, until the Certificate Principal
                  Balances thereof are reduced to zero;
                  or

              


      

       

      
        	
                B.  

              	
                Combination
                  Group II. To the Class A-5, Class A-6 and Class A-7 Certificates in
                  the following order of priority:

              


      

       

      
        	
                 

              	
                (a)

              	
                to
                  the Class A-7 Certificates, the Priority Amount, until its Certificate
                  Principal Balance is reduced to
                  zero;

              


      

       

      
        	
                 

              	
                (b)

              	
                sequentially,
                  to the Class A-5 Certificates and Class A-6 Certificates, in that
                  order,
                  in each case until their respective Certificate Principal Balance
                  is
                  reduced to zero; and

              


      

       

      
        	
                 

              	
                (c)

              	
                to
                  the Class A-7 Certificates, without regard to the Priority Amount,
                  until
                  its Certificate Principal Balance is reduced to
                  zero.

              


      

       

      (e)  On
        each
        Distribution Date, any Available Funds remaining after payment of interest
        and
        principal to the Classes of Certificates entitled thereto, as described above,
        will be distributed to the Class R Certificates.

       

      (f)  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.

       

      (g)  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)  On
        or
        prior to each Determination Date, the Master Servicer shall determine the
        amount
        of any Realized Loss in respect of each Mortgage Loan that occurred during
        the
immediately preceding calendar
        month.

       

      (b)  The
        interest portion of Realized Losses shall be allocated to the related
        Certificates as described in Section 1.02 hereof.

       

      (c)  On
        each
        Distribution Date, the PO Percentage of the principal portion of any Realized
        Loss on a Discount Mortgage Loan and any Class PO Certificate Cash Shortfall,
        subject to any amounts available to cover such Realized Losses or any Class
        PO
        Certificate Cash Shortfall through the operation of the Subordinate Writedown
        Amount as described in this paragraph, will be allocated to the Class PO
        Certificates until the Certificate Principal Balance of the Class PO
        Certificates is reduced to zero and the remainder of such Realized Losses
        will
        be allocated as described in the following paragraph below. With respect
        to any
        Distribution Date through the Cross-Over Date, the aggregate of all amounts
        so
        allocable to the Class PO Certificates on such date in respect of any Realized
        Losses and any Class PO Certificate Cash Shortfalls and all amounts previously
        allocated in respect of such Realized Losses or Class PO Certificate Cash
        Shortfalls and not distributed on prior Distribution Dates will be the “Class PO
        Certificate Deferred Amount.” To the extent funds are available therefor on any
        Distribution Date through the Cross-Over Date, distributions in respect of
        the
        Class PO Certificate Deferred Amount for the Class PO Certificates will be
        made
        in accordance with priority fifth of clause (a) under Section 6.04. No
        interest will accrue on the Class PO Certificate Deferred Amount. On each
        Distribution Date through the Cross-Over Date, the Certificate Principal
        Balance
        of the lowest ranking Class of Subordinate Certificates then outstanding
        will be
        reduced by the amount of any distributions in respect of any Class PO
        Certificate Deferred Amount on such Distribution Date in accordance with
        the
        priorities set forth above, through the operation of the Subordinate Certificate
        Writedown Amount. After the Cross-Over Date, no more distributions will be
        made
        in respect of, and applicable Realized Losses and Class PO Certificate Cash
        Shortfalls allocable to the Class PO Certificates shall not be added to,
        the
        Class PO Certificate Deferred Amount.

       

      (d)  The
        Non-PO Percentage of the principal portion of Realized Losses on the Mortgage
        Loans will be allocated on any Distribution Date as follows: first, to the
        Class
        B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class
        B-4
        Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class
        B-2
        Certificates; and sixth, to the Class B-1 Certificates, in each case until
        the
        Certificate Principal Balance of such Class has been reduced to zero. Thereafter, the Non-PO Percentage
        of
        principal portion of Realized Losses on the Mortgage Loans will be allocated
        on
        any Distribution Date to the outstanding Class or Classes of Senior Certificates
        (other than the Interest Only Certificates and Class PO Certificates), pro
        rata,
        based upon their respective Certificate Principal Balances; provided, however,
        any Realized Losses otherwise allocable to the Class A-1 Certificates and
        the
        Exchanged Certificates will be allocated
        to the Class A-2 Certificates, until
        the Certificate Principal Balance of that Class has been reduced to zero,
        and
        then to the Class A-1 Certificates and the Exchanged Certificates, on a pro
        rata
        basis.

       

      (e)  No
        reduction of the Certificate Principal Balance of any Class of a Senior
        Certificate (other than the Interest Only Certificates) shall be made on
        any
        Distribution Date on account of Realized Losses to the extent that such
        reduction would have the effect of reducing the aggregate Certificate Principal
        Balance of all of the Classes of such Senior Certificates (other than the
        Interest Only Certificates) as of such Distribution Date to an amount less
        than
        the aggregate Stated Principal Balances of the Mortgage Loans as of the related
        Due Date.

       

      (f)  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.

       

      (g)  Any
        allocation of the principal portion of Realized Losses to a Certificate on
        any
        Distribution Date shall be made by reducing the Certificate Principal Balance
        thereof by the amount so allocated. No allocations of any Realized Losses
        shall
        be made to the Certificate Principal Balances of the Class P
        Certificates.

       

      (h)  All
        Realized Losses and all other losses allocated to a Class of Certificates
        hereunder shall be allocated among the Certificates of such Class in proportion
        to the Percentage Interests evidenced thereby.

       

      (i)  In
        addition, in the event that the Master Servicer receives any Subsequent
        Recoveries from the Company or the related Servicer, the Master Servicer
        shall
        deposit such funds into the Master Servicer Collection Account pursuant to
        Section 5.06. If, after taking into account such Subsequent Recoveries, the
        amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries
        shall be applied to increase the Certificate Principal Balance of the related
        Class of Subordinate 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 Subordinate Certificates pursuant
        to this Section 6.05. Holders of Certificates shall not be entitled to any
        payment in respect of current interest on the amount of increases described
        herein for any Interest Accrual Period preceding the Distribution Date on
        which
        such increase occurs. Any such increases shall be applied to the Certificate
        Principal Balance of each Subordinate Certificate of such Class in accordance
        with its respective Percentage Interest.

       

      (j)  The
        principal portion of Realized Losses on the Mortgage Loans shall be allocated
        on
        each Distribution Date to the Trust REMIC Regular Interests and the Class
        R
        Interest in the same manner as Realized Losses are allocated to the
        Corresponding Certificates pursuant to Sections 6.05(c) and 6.05(d); provided,
        however, that solely for purposes of the foregoing, any Realized Losses
        allocable on any Distribution Date to any Certificates that are the
        Corresponding Certificates for two or more Trust REMIC Regular Interests
        on such
        Distribution Date shall be allocable to such Trust REMIC Regular Interests
        on a
        pro rata basis.

       

      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, Class PO, Class
        R
        and Class B Certificates (by Class) allocable to principal, separately
        identifying (A) the aggregate amount of any Principal Prepayments included
        therein and (B) the aggregate of all scheduled payments of principal included
        therein;

       

      (v)     
        the
        amount of such distribution to Holders of each Class of Class A, Class X
        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
        Pass-Through Rate for each Class of Class A, Class X and Class B Certificates
        with respect to the current Interest Accrual Period;

       

      (viii) 
        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;

       

      (ix)     
        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 Realized
        Losses for such Distribution Date;

       

      (x)  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;

       

      (xi)    
        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;

       

      (xii)    
        the
        cumulative amount of Realized Losses through the end of the preceding
        month;

       

      (xiii)   
        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;

       

      (xiv)   
        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;

       

      (xv)   
        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;

       

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

       

      (xvii) 
        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;

       

      (xviii)
        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;

       

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

       

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

       

      (xxi)   
        the
        total
        number and principal balance of any Mortgage Loans that have been modified
        in
        the previous twelve Distribution Dates (beginning with the Cut-off
        Date);

       

      (xxii)  
        the
        total
        number and principal balance of any Mortgage Loans that have been repurchased
        and substituted in the previous twelve Distribution Dates;

       

      (xxiii) 
        On
        each
        Distribution Date, beginning with the Distribution Date in October 2007,
        the Trustee shall either forward by mail or otherwise make available to S&P,
        a statement setting forth (i) whether any exchanges of Exchangeable Certificates
        or Exchanged Certificates have taken place since the preceding Distribution
        Date, (ii) the Exchanged Certificates or Exchangeable Certificates received
        by
        the Certificateholder as a result of each such exchange that took place since
        the preceding Distribution Date, and (iii) a fraction, expressed as a
        percentage, the numerator of which is the
        aggregate Certificate Principal Balance of all Certificates of any Class of
        Certificates that were exchanged since the preceding Distribution Date, and
        the
        denominator of which is the initial Certificate Principal Balance of such
        Class of Certificates; and

       

      (xxiv) 
        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 (866) 846-4526.
        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 the Trust 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 the Trust REMIC;
        and

       

      (vii)  
        Any
        taxes
        (including penalties and interest) imposed on the Trust 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)  For
        federal income tax purposes, the Trustee shall treat the Trust as consisting
        of  the ES Trust and the Trust REMIC, which is situated beneath the ES
        Trust, all as further described herein, and on behalf of the
        Trust
        Fund, shall cause the Trust REMIC to timely elect to be treated as a REMIC
        under
        Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement
        or in the administration of any trust or REMIC established hereby shall be
        resolved in a manner that preserves the validity of such election and intended
        tax treatment. The assets of the Trust REMIC 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 any Prepayment
        Charge
        Waiver Amounts).

       

      (b)  On
        each
        Distribution Date, the Available Funds, in the following order of priority,
        shall be deemed to be distributed by the Trust REMIC to the Holders of the
        Certificates (other than the Class P Certificates) through the ES Trust on
        account of the Trust REMIC Regular Interests (other than Trust REMIC Regular
        Interest P) and the Class R Interest held by the ES Trust:

       

      (i)  from
        Interest Funds, to the holders of the Trust REMIC Regular Interests (other
        than
        Trust REMIC Regular Interest P) and the Class R Interest, in the same manner
        and
        priority as paid to the Corresponding Certificates for each such Trust REMIC
        Regular Interest, the Uncertificated Accrued Interest for such Distribution
        Date, plus any amounts in respect thereof remaining unpaid from previous
        Distribution Dates, provided, however, that solely for purposes of the
        foregoing, any amounts payable on any Distribution Date to any Certificates
        that
        are the Corresponding Certificates for two or more Trust REMIC Regular Interests
        on such Distribution Date shall be allocable to such Trust REMIC Regular
        Interests on a pro rata basis; and

       

      (ii)  from
        Principal Funds, to the holders of the Trust REMIC Regular Interests (other
        than
        Trust REMIC Regular Interest P) and the Class R Interest, allocated in the
        same
        manner and priority as paid to the Corresponding Certificates for each such
        Trust REMIC Regular Interest, until the Uncertificated Principal Balances
        thereof have been reduced to zero, provided, however, that solely for purposes
        of the foregoing, any amounts payable on any Distribution Date to any
        Certificates that are the Corresponding Certificates for two or more Trust
        REMIC
        Regular Interests on such Distribution Date shall be allocable to such Trust
        REMIC Regular Interests on a pro rata basis; and

       

      (c)  any
        remaining amount to the holders of the Class R Interest.

       

      (d)  On
        each
        Distribution Date, all amounts representing Prepayment Charges shall be deemed
        to be distributed in respect of Trust REMIC Regular Interest P, provided
        that
        such amounts shall not reduce the Uncertificated Principal Balance of Trust
        REMIC 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 to be distributed in respect of Trust
        REMIC
        Regular Interest P in reduction of the Uncertificated Principal Balance
        thereof.

       

      Section
        6.08  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-AC6 Class P Certificate Account” (the “Class P
        Certificate Account”). On the Closing Date, the Depositor shall 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.

       


      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-6. 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

              	 	
                $

              	
                215,615,000.00

              	 	
                Class
A-1
                  Pass-Through
                  Rate

              
	
                A-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                18,395,000.00

              	 	
                Class
A-2
                  Pass-Through
                  Rate

              
	
                A-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                0.00

              	 	
                Class
                  A-3 Pass-Through
                  Rate

              
	
                A-4

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                0.00

              	 	
                Class
                  A-4 Pass-Through
                  Rate

              
	
                A-5

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                0.00

              	 	
                Class
                  A-5 Pass-Through
                  Rate

              
	
                A-6

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                0.00

              	 	
                Class
                  A-6 Pass-Through
                  Rate

              
	
                A-7

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                0.00

              	 	
                Class
                  A-7 Pass-Through
                  Rate

              
	
                PO

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                4,596,946.69

              	 	
                0.00%(2)

              
	
                X

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                (1)

              	 	
                Class
                  X Pass-Through
                  Rate

              
	
                B-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                7,384,000.00

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                B-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                4,404,000.00

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                B-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                1,814,000.00

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                B-4

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                2,850,000.00

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                B-5

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                1,684,000.00

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                B-6

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1.00

              	 	
                $

              	
                2,330,328.50

              	 	
                Class
                  B Pass-Through
                  Rate

              
	
                P

              	 	
                $

              	
                100

              	 	 	
                N/A

              	 	
                $

              	
                100.00

              	 	
                0.00%(2)

              
	
                R

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	 	
                Class
                  R Pass-Through
                  Rate

              


      

      


      
        	
                (1)

              	
                The
                  Class X Certificates have an initial Notional Amount equal to
                  $259,073,325.19 and for any subsequent Distribution Date will have
                  a
                  Notional Amount equal to the aggregate Stated Principal Balance
                  of the
                  Mortgage Loans.

              
	
                (2)

              	
                The
                  Class PO Certificates and Class P Certificates are not entitled
                  to
                  distributions in respect of
                  interest

              


      

      


       

      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 Mortgage Loan Sellers, 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 Mortgage Loan Sellers, 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,
        Class B-5 or Class B-6 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” within the
        meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101,
        as modified by Section 3(42) of ERISA
        (“Plan Assets”), 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, Class
        B-5 or Class B-6 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 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 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 B Certificate, except for a Class B-4, Class
        B-5 or
        Class B-6 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, 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 Mortgage Loan Sellers
        or the Master Servicer to the effect
        that the elimination of such restrictions will not cause the Trust REMIC 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 Mortgage Loan Sellers 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(f) 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-5.

       

      (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, other than the Class R 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 and Class R 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.

       

      Section
        7.10  Exchangeable
        and Exchanged Certificates.

       

      (a)           As
        of the Closing Date, the ES Trust shall be established and maintained in
        the
        name of the Trustee, as a separate trust within the Trust, which shall issue
        the
        Certificates and the corpus of which shall be held by the Trustee for the
        benefit of the Holders of such Certificates. The corpus of the ES Trust shall
        consist of the Trust REMIC Regular Interests and the Class R Interest and
        all
        proceeds thereof.  It is intended, for federal income tax purposes,
        that the ES Trust will qualify as a grantor trust under Subpart E, part I
        of
        subchapter J of chapter 1 of the Code, of which the Holders of the Certificates
        are owners, rather than a partnership, an association taxable as a corporation
        or a taxable mortgage pool, and that, to the fullest extent possible, beneficial
        ownership of a Certificate will be treated as direct beneficial ownership
        of
        each individual, uncertificated Trust REMIC Regular Interest or Class R Interest
        held by the ES Trust for which such Certificate is designated as the
        Corresponding Certificate in the Preliminary Statement and this
        Agreement.  The powers granted and obligations undertaken in this
        Agreement shall be construed so as to further such intent.  The
        parties hereto, by entering into this Agreement, and each Holder of the
        Certificates, by acceptance of beneficial ownership of its Certificate, agree
        to
        treat, for federal income tax purposes, the ES Trust as a grantor trust under
        Subpart E, part I of subchapter J of chapter 1 of the Code and, to the fullest
        extent possible, the beneficial ownership of a Certificate as direct beneficial
        ownership of each individual, uncertificated Trust REMIC Regular Interest
        or
        Class R Interest held by the ES Trust for which such Certificate is designated
        as the Corresponding Certificate in the Preliminary Statement and this
        Agreement.  It is further intended, and the parties hereto agree, that,
        with respect to the Exchangeable Certificates and Exchanged Certificates
        for the
        avoidance of doubt, the group of uncertificated Trust REMIC Regular Interests
        the beneficial ownership of which is represented by any Exchanged Certificates
        immediately following an exchange shall be same group of uncertificated Trust
        REMIC Regular Interests the beneficial ownership of which were represented
        by
        the Exchangeable Certificates relinquished for such Exchanged Certificates,
        and
        vice versa, in the case of an exchange of Exchanged Certificates for
        Exchangeable Certificates.

       

      (b)           If
        an Exchangeable or Exchanged Certificateholder wishes to exchange Certificates,
        the Exchangeable or Exchanged Certificateholder must notify the Trustee by
        e-mail to William.Augustin@wellsfargo.com, Michelle.Y.Treadwell@wellsfargo.com
        and GCTSSPGTEAMB-2@wellsfargo.com no later than seven
        Business Days before the proposed
        exchange date. The exchange date will be subject to the Trustee’s approval but
        can be any Business Day from the 25th day of the month to the second to the
        last
        Business Day of the month. The notice must be (i) on the Exchangeable or
        Exchanged Certificateholder's
        letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the
        following information: the CUSIP number of both Exchangeable or Exchanged
        Certificates to be relinquished
        and Exchangeable or Exchanged Certificates to be received,
        the
        outstanding Certificate Principal Balance and the original Certificate Principal
        Balance of the Exchangeable or Exchanged Certificates to be relinquished,
        the
Exchangeable or Exchanged Certificateholder's
        DTC participant
        number and the proposed exchange date. After receiving the notice, the Trustee
        will e-mail the Exchangeable or Exchanged Certificateholder with
        wire payment
        instructions relating to the exchange fee, which shall be equal to $5,000
        per
        exchange. The Trustee will notify the Depositor of any such exchange for
        the
        purpose of DTC eligibility and will notify the Rating Agencies of any such
        exchange. The Exchangeable or Exchanged Certificateholder shall
        utilize the
        Deposit and Withdrawal System at DTC to exchange the Exchangeable Certificates
        or Exchanged Certificates. A notice becomes irrevocable on the seventh Business
        Day before the proposed exchange date.

       

      (c)           The
        Trustee shall make the first distribution on any Exchanged Certificate or
        Exchangeable Certificate received in an exchange transaction on the Distribution
        Date in the following month to the Exchangeable or Exchanged Certificateholder
        of record as of the close of business on the last day of the month of the
        exchange.

       

      (d)           If
        an Exchangeable or Exchanged Certificateholder elects to exchange its
        Exchangeable Certificates for related Exchanged Certificates or vice versa,
        the
        following three conditions must be satisfied:

       

      
        	
                i.  

              	
                the
                  aggregate Certificate Principal Balance of the Exchanged Certificates
                  received in the exchange, immediately after the exchange, must
                  equal the
                  aggregate Certificate Principal Balance, immediately prior to the
                  exchange, of the Exchangeable Certificates relinquished therefor,
                  and vice
                  versa;

              


      

       

      
        	
                ii.  

              	
                the
                  annual interest amount payable with respect to the Exchanged Certificates
                  received in the exchange must equal the aggregate annual interest
                  amount
                  payable with respect to the Exchangeable Certificates relinquished
                  therefor, and vice versa; and

              


      

       

      
        	
                iii.  

              	
                the
                  Class or Classes of Exchangeable Certificates must be exchanged
                  for
                  Exchanged Certificates in the related Combination Group in the
                  applicable
                  proportions, if any, described in Exhibit EE for such Combination
                  Group
                  and vice versa.

              


      

       

      


       

      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 Agreements
        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) or (b) 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 Agreements, 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 $15,000,000 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 $15,000,000 (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; or

       

      (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, 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, 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
        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 or
        another successor
        servicer that meets the eligibility criteria set forth in Section
        8.05. 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 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.

       

      (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 with respect to their long-term rating and rated “BBB”
or higher by S&P 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 the
        ES
        Trust, 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 and that the ES
        Trust
        formed hereunder qualifies as a grantor trust under Subpart E, part I of
        subchapter J of chapter 1 of the Code. 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, the Trust
        Fund,
        if applicable, and the Certificates 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 tax 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 each
        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
        and
        other applicable tax law, 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 and the ES Trust formed hereunder as a grantor trust for
        federal income tax purposes; (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 the
        grantor
        trust status of the ES Trust 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 the Trust REMIC 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 the
        Trust REMIC 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 the Trust Fund 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 Serviceror
        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-6
        Certificates, second, to the Class B-5 Certificates, third, to the Class
        B-4
        Certificates, fourth, to the Class B-3 Certificates, fifth, to the Class
        B-2
        Certificates, sixth, to the Class B-1 Certificates, and seventh, 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 second 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.

       

      The
        Trustee shall not have any tax reporting obligations (including grantor trust
        reporting) with respect to the ES Trust.

       

      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 Agreements, 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 Depositor (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 Depositor or its
        designee 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 Depositor or its designee 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 Depositor or its designee
        shall
        notify the Trustee of the date the Depositor or its designee intends to
        terminate the Trust Fund. The Depositor or its designee 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 Depositor or its
        designee.

       

      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.

       

      The
        ES
        Trust shall terminate automatically upon termination of the Trust
        Fund.

       

      Section
        11.03  Additional
        Termination Requirements.

       

      (a)       
        Upon
        exercise by the Depositor or its designee 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 Depositor
        or
        its designee 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
        Depositor or its designee 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 the Trust REMIC pursuant
        to
        Treasury Regulation Section 1.860F-1. The Depositor or its designee 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 Depositor or its
        designee;

       

      (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
        the
        Trust REMIC 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 the Trust REMIC 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 the Trust REMIC, 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 Depositor or its designee 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 Depositor or its
        designee.

       

      
 

      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 conform to the
        language in the Prospectus Supplement, 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 or if the purpose of such amendment is to conform
        to the language in the Prospectus Supplement.

       

      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 the Trust
REMIC as
        a REMIC
or the ES Trust as
        a
        grantor trust for federal income tax purposes or to avoid or minimize
        the risk of the
        imposition of any tax on the Trust REMIC
        or the ES Trust pursuant to the Code that
        would be a
        claim against the
        Trust REMIC or
        the ES Trust 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 the Certificates evidencing
        over 50% of
        the Voting Rights of the Certificates or, if applicable, 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 the
        Trust REMIC
to
        cease to qualify as a
        REMIC or cause the ES Trust
        to fail to qualify as a grantor trust for
        federal income tax purposes
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 the Trust
REMIC, the ES
        Trust or the
        Certificateholders or cause the Trust REMIC to
        cease to qualify as a REMIC or
        cause the ES Trust to fail to qualify as a grantor trust for federal income
        tax
        purposes 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 Mortgage Loan Sellers 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 Mortgage
        Loan Sellers 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: (214) 626-4714), 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) Standard & Poor’s, 55 Water Street,
        41st Floor, New York, New York 10041, Attention: Mortgage Surveillance Group
        and (y) Fitch, One State
        Street Plaza, New York, New York 10004, Attention ABS Monitoring
        Department. 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,
        EMC (on
        its own behalf as Seller and on behalf of Master Funding) 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 BACKEDSECURITIES
                  I LLC,

                as
                  Depositor

              	 
	 	 	 	 
	
                 

              	
                 

              	 /s/
                Baron Silverstein	 
	 	 	
                Name: 
                  Baron Silverstein

              	 
	 	 	
                Title:    Vice
                  President

              	 
	 	 	 	 


      

       

      
        
          	 	
                  
                    EMC
                      MORTGAGE CORPORATION,

                    as
                      Master Servicer, Seller and Company

                  

                	 
	 	 	 	 
	
                   

                	
                   

                	 /s/
                  Mark Novachek	 
	 	 	
                  Name: 
                    Mark Novachek

                	 
	 	 	
                  Title:  Assistant
                    Secretary  

                	 
	 	 	 	 


        

         

      

      
        
          
            	 	
                    
                      
                        WELLS
                          FARGO BANK, NATIONAL ASSOCIATION,

                        as
                          Trustee

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                     

                  	 /s/
                    Benjamin F. Jordan	 
	 	 	
                    Name: 
                      Benjamin F. Jordan

                  	 
	 	 	
                    Title: Assistant
                      Vice President   

                  	 
	 	 	 	 


          

           

        

      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)




      On
        this
        19th day of September, 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]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	STATE OF MARYLAND	)
	 	) ss.:
	COUNTY OF BALTIMORE	)


      

       

      On
        this 19th day of September,
        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 DENTON 	)


      

                                                       

      On
        this 19th day of September,
        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 ONE OR
        MORE
“REGULAR INTEREST[S]” 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.

      


      


      
        	
                Certificate
                  No. 1

                 

              	
                [Adjustable
                  Rate][Pass-Through Rate: 6.500%]

              
	
                Class
                  A-[1][2][3][4][5][6][7] Senior

                 

              	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                September
                  1, 2007

                 

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $[_____________]

                 

              
	
                First
                  Distribution Date:

                October
                  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:

                October
                  25, 2037

                 

              	 


      

      


      ASSET-BACKED
        CERTIFICATE

       

      SERIES
        2007-AC6

       

      evidencing
        a percentage interest in the distributions allocable to the Class
        A-[1][2][3][4][5][6][7] 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”) and Master Funding LLC 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, A-2, A-5, A-6 and A-7] Interest on this Certificate will accrue
        during the month prior to the month in which a Distribution Date (as hereinafter
        defined) 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 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 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 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-3 and A-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 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
        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 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
        thereto.

       

      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:
                  September 19, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	       
	 	 	 	 	 	 	 	       
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class A-[1][2][3][4][5][6][7]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

      


      FORM
        OF CLASS X CERTIFICATE

       

      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”).

       

      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 WILL BE 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 WILL BE 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

              	
                Variable

              
	 	 
	
                Class
                  X Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                September
                  1, 2007

              	
                Aggregate
                  Initial Certificate Notional Amount of this Certificate as of the
                  Cut-off
                  Date:

                $[________]

              
	 	 
	
                First
                  Distribution Date:

                October
                  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:

                October
                  25, 2037

                 

              	 
	 	 


      

       

      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC6

       

      evidencing
        a percentage interest in the distributions allocable to the Class 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, 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”) and Master Funding LLC 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 during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the 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 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.

       

      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 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:
                  September 19, 2007

              	 	
                WELLS
                  FARGO BANK, NATIONAL

                ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	       
	 	 	 	 	 	 	 	 	      
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      
 

      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class 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
        A-3

      


      FORM
        OF CLASS PO CERTIFICATE

       

      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.

       

      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 WILL BE REGISTERED IN THE NAME OF
        CEDE
& CO. OR SUCHOTHER NAME AS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE 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

                 

              	
                Pass-Through
                  Rate: 0.000%

              
	
                Class
                  PO Senior

                 

              	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                September
                  1, 2007

                 

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $[_____________]

                 

              
	
                First
                  Distribution Date:

                October
                  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:

                October
                  25, 2037

                 

              	 


      

       

      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC6

       

      evidencing
        a percentage interest in the distributions allocable to the Class PO
        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 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”) and Master Funding LLC 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.

       

      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:
                  September 19, 2007

              	 	
                WELLS
                  FARGO BANK, NATIONAL

                ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


      


      CERTIFICATE
        OF
        AUTHENTICATION

      


      This
        is
        one of the Class PO 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 R 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

                 

              	
                Pass-Through
                  Rate: 6.500%

                 

              
	
                Class
                  R

                 

              	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                September
                  1, 2007

                 

              	
                Aggregate
                  Initial Current Principal Balance of this Certificate as of the
                  Cut-off
                  Date:

                $______________

                 

              
	
                First
                  Distribution Date:

                October
                  25, 2007

                 

              	
                Initial
                  Current Principal Balance of this Certificate as of the Cut-off
                  Date:
                  $______________

                 

              
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

                 

              	 
	 	
                CUSIP:
                  [____________]

                 

              
	
                Assumed
                  Final Distribution Date:

                October
                  25, 2037

                 

              	 


      

      


      ASSET-BACKED
        CERTIFICATE

       

      SERIES
        2007-AC6

       

      evidencing
        a percentage interest in the distributions allocable to the Class R 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”) and Master Funding LLC 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.

       

      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) 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 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 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:
                  September 19, 2007

              	 	 	 	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class R 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 B CERTIFICATES

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [,]
        [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [,] [AND]
        [CLASS B-3 CERTIFICATES] [,] [AND] [CLASS B-4 CERTIFICATES] [AND] [CLASS
        B-5
        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,
        B-2 AND 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,
        B-2 AND 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,
        B-5 AND B-6][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

                 

              	
                Pass-Through
                  Rate: 6.500%

                 

              
	
                Class
                  B-[1][2][3][4][5][6] Subordinate

                 

              	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                September
                  1, 2007

                 

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $[________________]

                 

              
	
                First
                  Distribution Date:

                October
                  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:

                October
                  25, 2037

                 

              	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC6

       

      evidencing
        a percentage interest in the distributions allocable to the Class
        B-[1][2][3][4][5][6] 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”) and Master Funding LLC 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 during the month prior to the month in
        which  a Distribution Date (as hereinafter defined) 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 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 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 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.

       

      [For
        Class B-4, B-5 and B-6] [No transfer of this [Class B-4, B-5 and B-6]
        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, B-2 and 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, B-5 and B-6] [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:
                  September 19, 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][5][6] 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:

                September
                  1, 2007

                 

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $100.00

                 

              
	
                First
                  Distribution Date:

                October
                  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:

                October
                  25, 2037

                 

              	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AC6

       

      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”) and Master Funding LLC 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:
                  September 19, 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
        B

      


      MORTGAGE
        LOAN SCHEDULE

       

      STATEMENT
        REGARDING FREE WRITING
        PROSPECTUS

      The
        issuer has filed a registration
        statement (including a prospectus) with the SEC for the offering to which
        this
        free writing prospectus relates. Before you invest,
        you should read the prospectus
        in the registration statement and other documents the depositor has filed
        with
        the SEC for more complete information
        about the depositor, the
        issuer and this offering. You may get these documents for free by visiting
        EDGAR
        on the SEC Web site at www.sec.gov.
        Alternatively, the
        depositor, any underwriter or any dealer participating in the offering will
        arrange to send you the prospectus you request it by
        calling toll free
        1-866-803-9204.

      This
        free writing prospectus does not
        contain all information that is required to be included in the base prospectus
        and the prospectus supplement. Please click
        here
        http://www.bearstearns.com/prospectus/bsabs or visit the following website:
        www.bearstearns.com/prospectus/bsabs for a copy of the base
prospectus
        applicable to this
        offering.

      This
        free writing prospectus is not an
        offer to sell or solicitation of an offer to buy these securities in any
        state
        where such offer, solicitation or sale is not Permitted.

      


      The
        Information in this free writing
        prospectus supersedes information contained in any prior similar free writing
        prospectus relating to these securities prior
        to the time of your commitment to
        purchase.

      


      This
        free writing prospectus is being
        delivered to you solely to provide you with information about the offering
        of
        the Certificates referred to in this free writing prospectus and to solicit
        an offer
        to purchase the Certificates,
        when, as and if issued. Any such offer to purchase made by you will not be
        accepted and will not constitute a contractual commitment
        by you to purchase any of the
        Certificates until we have accepted your offer to purchase Certificates.
        We will
        not accept any offer by you to purchase
        Certificates, and you will not
        have any contractual commitment to purchase any of the Certificates until
        after
        you have received the preliminary prospectus.
        You may withdraw your offer
        to purchase Certificates at any time prior to our acceptance of your
        offer.

       

      SERVICER_NAME                                   AM_TYPE                  FIRST_             STATED_MAT             STATED_
                                                                         PAY_DATE                                  ORIGINAL_TERM
----------------------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                        FIXED                         20070401               20370301                       360
BANK OF AMERICA MORTGAGE                        FIXED                         20070301               20370201                       360
BANK OF AMERICA MORTGAGE                        FIXED                         20070301               20370201                       360
BANK OF AMERICA MORTGAGE                        FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20220501                       180
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070601               20270501                       240
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070601               20220501                       180
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20270701                       240
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20320701                       300
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20170501                       120
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20270601                       240
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20170601                       120
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20071001               20220901                       180
EMC MORTGAGE                                    FIXED                         20070801               20220701                       180
EMC MORTGAGE                                    FIXED                         20070801               20220701                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070501               20170401                       120
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070711               20370611                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20220901                       180
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20220901                       180
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20220701                       180
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20220701                       180
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20220501                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20220801                       180
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070301               20220201                       180
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20061201               20361101                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20061201               20361101                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20060801               20360701                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20061201               20361101                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20071001               20370901                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070401               20370301                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20060301               20360201                       360
EMC MORTGAGE                                    FIXED                         20061201               20211101                       180
EMC MORTGAGE                                    FIXED                         20061201               20211101                       180
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070901               20370801                       360
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070701               20220601                       180
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070401               20220301                       180
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20061201               20361101                       360
EMC MORTGAGE                                    FIXED                         20061101               20211001                       180
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070601               20370501                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070701               20370601                       360
EMC MORTGAGE                                    FIXED                         20070801               20370701                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20220401                       180
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20070501               20370401                       360
EMC MORTGAGE                                    FIXED                         20060401               20360301                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20061101               20361001                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070301               20370201                       360
EMC MORTGAGE                                    FIXED                         20070201               20370101                       360
EMC MORTGAGE                                    FIXED                         20070101               20361201                       360
GREENPOINT                                      FIXED                         20060801               20210701                       180
GREENPOINT                                      FIXED                         20061001               20210901                       180
GREENPOINT                                      FIXED                         20061001               20210901                       180
GREENPOINT                                      FIXED                         20061001               20210901                       180
GREENPOINT                                      FIXED                         20060901               20210801                       180
GREENPOINT                                      FIXED                         20061001               20210901                       180
GREENPOINT                                      FIXED                         20061001               20210901                       180
GREENPOINT                                      FIXED                         20060901               20210801                       180
GREENPOINT                                      FIXED                         20060901               20210801                       180
MID AMERICA BANK                                FIXED                         20070501               20370401                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070201               20370101                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360
NATIONAL CITY                                   FIXED                         20070301               20370201                       360



SERVICER_NAME                                   AMORT_TERM1              PAYMENT           ORIGINAL_           CURRENT_
                                                                                           BALANCE             BALANCE
-----------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                                        360           1614.58           250000.00          250000.00
BANK OF AMERICA MORTGAGE                                        360            803.82           112200.00          111634.77
BANK OF AMERICA MORTGAGE                                        360            872.36           123250.00          122608.60
BANK OF AMERICA MORTGAGE                                        360            452.99            64000.00           63568.90
EMC MORTGAGE                                                    180           1036.52           130000.00          128549.89
EMC MORTGAGE                                                    360            305.47            46500.00           46327.13
EMC MORTGAGE                                                    360            398.98            64800.00           64426.28
EMC MORTGAGE                                                    360           2487.19           393500.00          392427.01
EMC MORTGAGE                                                    360           2659.25           410000.00          409286.06
EMC MORTGAGE                                                    180            569.92            67000.00           66081.24
EMC MORTGAGE                                                    360           4215.89           650000.00          644848.40
EMC MORTGAGE                                                    360           2366.22           326344.00          325436.77
EMC MORTGAGE                                                    360            1059.8           172125.00          171797.51
EMC MORTGAGE                                                    360             926.2           134100.00          133372.39
EMC MORTGAGE                                                    240           2534.95           340000.00          336826.58
EMC MORTGAGE                                                    360           1715.46           290000.00          288808.61
EMC MORTGAGE                                                    360           1342.26           218000.00          217166.15
EMC MORTGAGE                                                    360            469.66            68000.00           67761.45
EMC MORTGAGE                                                    360            725.21           105000.00          104595.57
EMC MORTGAGE                                                    180            874.02            98000.00           96419.19
EMC MORTGAGE                                                    180           1150.39           130000.00          127016.04
EMC MORTGAGE                                                    360          12058.28          1907750.00         1900795.21
EMC MORTGAGE                                                    180             668.9            75000.00           73790.16
EMC MORTGAGE                                                    180           2473.95           284000.00          279270.97
EMC MORTGAGE                                                    360            849.06           132600.00          132008.52
EMC MORTGAGE                                                    360            3562.5           600000.00          600000.00
EMC MORTGAGE                                                    360           1100.01           161250.00          160613.40
EMC MORTGAGE                                                    360           5912.36           900000.00          896175.88
EMC MORTGAGE                                                    360            704.35           110000.00          109409.56
EMC MORTGAGE                                                    360           1287.59           196000.00          195167.14
EMC MORTGAGE                                                    360           2686.29           425000.00          423057.21
EMC MORTGAGE                                                    360           3248.44           577500.00          577500.00
EMC MORTGAGE                                                    360            545.75            80000.00           79548.62
EMC MORTGAGE                                                    360           2916.24           443920.00          442033.78
EMC MORTGAGE                                                    360            955.53           135000.00          134505.17
EMC MORTGAGE                                                    180            1200.4           140000.00          137131.89
EMC MORTGAGE                                                    360             524.6            78850.00           78349.24
EMC MORTGAGE                                                    360            2717.9           430000.00          428035.17
EMC MORTGAGE                                                    180           1701.25           200000.00          195777.79
EMC MORTGAGE                                                    360           6403.11          1000000.00          992817.64
EMC MORTGAGE                                                    180            939.74           109600.00          107594.44
EMC MORTGAGE                                                    360            5377.6           875000.00          875000.00
EMC MORTGAGE                                                    360            3850.4           544000.00          542006.16
EMC MORTGAGE                                                    180             459.8            53625.00           52522.91
EMC MORTGAGE                                                    360           9188.02          1495000.00         1495000.00
EMC MORTGAGE                                                    180            1760.8           207000.00          203211.76
EMC MORTGAGE                                                    360           3243.35           487500.00          485478.55
EMC MORTGAGE                                                    360           6645.83          1100000.00         1100000.00
EMC MORTGAGE                                                    360           1236.59           179040.00          178350.37
EMC MORTGAGE                                                    360           1263.28           220500.00          220500.00
EMC MORTGAGE                                                    360            691.92           104000.00          103656.00
EMC MORTGAGE                                                    360            541.58            83500.00           83210.00
EMC MORTGAGE                                                    360           1314.53           188000.00          187578.79
EMC MORTGAGE                                                    360            735.77           112000.00          111487.07
EMC MORTGAGE                                                    360            1297.2           200000.00          199305.07
EMC MORTGAGE                                                    360           1215.04           175920.00          175379.57
EMC MORTGAGE                                                    360            906.25           150000.00          150000.00
EMC MORTGAGE                                                    360           1845.93           264000.00          263208.90
EMC MORTGAGE                                                    360            489.67            73600.00           73355.31
EMC MORTGAGE                                                    360           3077.72           468500.00          468106.39
EMC MORTGAGE                                                    360           1886.77           307000.00          307000.00
EMC MORTGAGE                                                    180            496.06            52700.00           52071.12
EMC MORTGAGE                                                    480            613.16           108000.00          105457.75
EMC MORTGAGE                                                    360           3140.16           510000.00          509416.09
EMC MORTGAGE                                                    360           4323.35           684000.00          679427.01
EMC MORTGAGE                                                    240           2478.86           346000.00          344498.54
EMC MORTGAGE                                                    480           2369.06           360000.00          359761.14
EMC MORTGAGE                                                    360           5058.35           770000.00          768702.51
EMC MORTGAGE                                                    360           2148.33           343732.00          343732.00
EMC MORTGAGE                                                    360           3482.98           537000.00          536537.65
EMC MORTGAGE                                                    360           2975.86           477000.00          476558.20
EMC MORTGAGE                                                    300           2708.38           392000.00          390990.41
EMC MORTGAGE                                                    360           3392.45           552000.00          551992.50
EMC MORTGAGE                                                    360            3483.3           544000.00          542552.13
EMC MORTGAGE                                                    480           1562.98           216000.00          215775.74
EMC MORTGAGE                                                    360           4123.39           696500.00          694465.00
EMC MORTGAGE                                                    360           2251.23           292780.00          292424.00
EMC MORTGAGE                                                    360           1553.66           227750.00          227213.77
EMC MORTGAGE                                                    360            733.94           114621.00          114519.86
EMC MORTGAGE                                                    360           1585.17           244400.00          243977.98
EMC MORTGAGE                                                    360            4448.2           713000.00          711008.29
EMC MORTGAGE                                                    360           3012.18           520000.00          516372.99
EMC MORTGAGE                                                    360            459.43            60445.00           60215.59
EMC MORTGAGE                                                    360           2979.05           550000.00          549979.17
EMC MORTGAGE                                                    480            825.34           127200.00          127112.55
EMC MORTGAGE                                                    120            681.29            60000.00           58563.22
EMC MORTGAGE                                                    360           4940.47           650000.00          643919.40
EMC MORTGAGE                                                    360           2756.25           441000.00          441000.00
EMC MORTGAGE                                                    480           1561.56           255000.00          254696.40
EMC MORTGAGE                                                    480           2165.19           320000.00          319702.52
EMC MORTGAGE                                                    480           1678.73           310000.00          309514.57
EMC MORTGAGE                                                    360           3599.97           548000.00          546610.91
EMC MORTGAGE                                                    360           3691.28           584000.00          582407.56
EMC MORTGAGE                                                    360            3479.1           510000.00          508799.23
EMC MORTGAGE                                                    360           5793.96           959000.00          959000.00
EMC MORTGAGE                                                    480           1671.78           273000.00          272674.99
EMC MORTGAGE                                                    360           3206.25           540000.00          540000.00
EMC MORTGAGE                                                    480           1709.23           326000.00          325452.59
EMC MORTGAGE                                                    360           8959.69          1509000.00         1508999.69
EMC MORTGAGE                                                    360           6683.59          1087500.00         1087500.00
EMC MORTGAGE                                                    360            579.85            85000.00           84866.98
EMC MORTGAGE                                                    240            1880.1           242500.00          241095.29
EMC MORTGAGE                                                    180            736.67            88000.00           86581.11
EMC MORTGAGE                                                    360           3160.34           500000.00          499093.53
EMC MORTGAGE                                                    480           4776.51           780000.00          779071.42
EMC MORTGAGE                                                    480            1276.3           218000.00          217712.05
EMC MORTGAGE                                                    360           3539.59           560000.00          558984.74
EMC MORTGAGE                                                    360           2821.41           435000.00          434248.83
EMC MORTGAGE                                                    360           2891.58           495700.00          495700.00
EMC MORTGAGE                                                    480           1012.94           163000.00          162937.89
EMC MORTGAGE                                                    360           2936.71           420000.00          419374.63
EMC MORTGAGE                                                    360           2681.25           495000.00          495000.00
EMC MORTGAGE                                                    360              3000           480000.00          480000.00
EMC MORTGAGE                                                    480           2609.25           391000.00          390875.23
EMC MORTGAGE                                                    480           3688.61           585000.00          584784.83
EMC MORTGAGE                                                    480           1163.51           190000.00          189925.03
EMC MORTGAGE                                                    360           1108.54           162500.00          162500.00
EMC MORTGAGE                                                    480            798.42           118000.00          117815.84
EMC MORTGAGE                                                    480           1727.12           270000.00          269676.91
EMC MORTGAGE                                                    360              1287           177500.00          177131.12
EMC MORTGAGE                                                    360           1131.61           176728.00          176257.64
EMC MORTGAGE                                                    360            638.07            88000.00           87878.46
EMC MORTGAGE                                                    360              3712           614400.00          614400.00
EMC MORTGAGE                                                    360           2855.79           446000.00          444812.97
EMC MORTGAGE                                                    120            714.25            64700.00           60486.99
EMC MORTGAGE                                                    480           2315.62           362000.00          361612.06
EMC MORTGAGE                                                    360           3078.59           500000.00          498569.31
EMC MORTGAGE                                                    480           1359.34           195500.00          195273.72
EMC MORTGAGE                                                    360           3052.83           564000.00          563599.00
EMC MORTGAGE                                                    360            451.64            50400.00           50336.04
EMC MORTGAGE                                                    360           5906.25           945000.00          944999.99
EMC MORTGAGE                                                    480           3723.23           608000.00          607276.18
EMC MORTGAGE                                                    360            564.37            80865.00           80865.00
EMC MORTGAGE                                                    360            564.37            80865.00           80865.00
EMC MORTGAGE                                                    360           1410.19           196200.00          196200.00
EMC MORTGAGE                                                    480           3753.45           604000.00          598882.31
EMC MORTGAGE                                                    480           1488.57           220000.00          219932.26
EMC MORTGAGE                                                    360           2201.78           231200.00          230865.65
EMC MORTGAGE                                                    360            4156.1           675000.00          673715.71
EMC MORTGAGE                                                    360            513.05            67500.00           67287.27
EMC MORTGAGE                                                    360           1333.97           198000.00          197841.66
EMC MORTGAGE                                                    360           1617.29           231300.00          230955.60
EMC MORTGAGE                                                    360           1037.31           162000.00          161856.37
EMC MORTGAGE                                                    360           2759.11           420000.00          418935.35
EMC MORTGAGE                                                    360           6079.76          1024000.00         1023959.88
EMC MORTGAGE                                                    360           1034.29           101500.00          101409.52
EMC MORTGAGE                                                    360           2320.62           474000.00          473999.00
EMC MORTGAGE                                                    480           5554.05           893750.00          893409.49
EMC MORTGAGE                                                    360            460.63            73700.00           73700.00
EMC MORTGAGE                                                    360           5655.55           780000.00          778379.01
EMC MORTGAGE                                                    360           4945.45           803200.00          801671.79
EMC MORTGAGE                                                    360            395.32            50250.00           50133.08
EMC MORTGAGE                                                    360           1370.06           238000.00          236058.09
EMC MORTGAGE                                                    360           3114.58           575000.00          575000.00
EMC MORTGAGE                                                    360           1111.46           146230.00          146139.10
EMC MORTGAGE                                                    480           1739.14           284000.00          283547.91
EMC MORTGAGE                                                    360            2887.5           504000.00          504000.00
EMC MORTGAGE                                                    360           4246.67           784500.00          784000.00
EMC MORTGAGE                                                    360           4634.64           733250.00          731250.60
EMC MORTGAGE                                                    360           2422.92           251920.00          251474.76
EMC MORTGAGE                                                    360              2970           528000.00          528000.00
EMC MORTGAGE                                                    360           3351.56           585000.00          585000.00
EMC MORTGAGE                                                    360            416.48            60300.00           60207.94
EMC MORTGAGE                                                    360            414.38            58500.00           58500.00
EMC MORTGAGE                                                    480            908.34           142000.00          141949.58
EMC MORTGAGE                                                    360           4598.51           700000.00          698820.45
EMC MORTGAGE                                                    360            366.06            53000.00           52878.26
EMC MORTGAGE                                                    360            2337.3           326250.00          325083.68
EMC MORTGAGE                                                    360           3515.61           452000.00          450419.13
EMC MORTGAGE                                                    360           3520.18           535853.00          534444.39
EMC MORTGAGE                                                    360            732.27            90000.00           89952.10
EMC MORTGAGE                                                    360            5197.5           648000.00          648000.00
EMC MORTGAGE                                                    360           4394.91           585000.00          584251.37
EMC MORTGAGE                                                    480           1064.45           145200.00          145091.39
EMC MORTGAGE                                                    360            625.38            86250.00           86190.64
EMC MORTGAGE                                                    480           1432.96           234000.00          233814.81
EMC MORTGAGE                                                    360            504.84            68800.00           68660.56
EMC MORTGAGE                                                    360           6010.13           800000.00          798976.23
EMC MORTGAGE                                                    360           2864.58           500000.00          500000.00
EMC MORTGAGE                                                    360            689.82           105600.00          105115.35
EMC MORTGAGE                                                    480             604.2           103200.00          103154.80
EMC MORTGAGE                                                    360           2942.87           459600.00          459000.02
EMC MORTGAGE                                                    480            627.29            94000.00           93817.13
EMC MORTGAGE                                                    360            4180.4           550000.00          549313.90
EMC MORTGAGE                                                    480           1764.88           272000.00          271718.64
EMC MORTGAGE                                                    360           2983.72           432000.00          431007.77
EMC MORTGAGE                                                    480           3857.95           630000.00          629501.43
EMC MORTGAGE                                                    360            526.28            66144.00           66106.91
EMC MORTGAGE                                                    360           2984.22           485600.00          485568.74
EMC MORTGAGE                                                    360            872.81           133000.00          133000.00
EMC MORTGAGE                                                    360           2418.75           430000.00          430000.00
EMC MORTGAGE                                                    360            6037.5           920000.00          920000.00
EMC MORTGAGE                                                    480           1203.48           160000.00          159888.76
EMC MORTGAGE                                                    360           2979.17           520000.00          520000.00
EMC MORTGAGE                                                    360            4207.1           560000.00          558897.23
EMC MORTGAGE                                                    360           2696.08           455775.00          455310.32
EMC MORTGAGE                                                    360           3520.83           650000.00          650000.00
EMC MORTGAGE                                                    360            451.35            67840.00           67672.17
EMC MORTGAGE                                                    480           3306.82           540000.00          539572.64
EMC MORTGAGE                                                    360            844.94           127000.00          126895.89
EMC MORTGAGE                                                    360           5264.69           890000.00          887264.45
EMC MORTGAGE                                                    360           3151.04           550000.00          550000.00
EMC MORTGAGE                                                    360           3522.44           510000.00          509611.93
EMC MORTGAGE                                                    360           1008.16           116100.00          115895.89
EMC MORTGAGE                                                    360           1611.93           225000.00          224520.50
EMC MORTGAGE                                                    360            988.57           121500.00          121202.88
EMC MORTGAGE                                                    360           1778.03           285000.00          284470.66
EMC MORTGAGE                                                    480           1460.51           238500.00          238311.26
EMC MORTGAGE                                                    360           1563.99           186000.00          185659.58
EMC MORTGAGE                                                    480           1611.98           252000.00          251729.94
EMC MORTGAGE                                                    360            692.41           101500.00          101341.16
EMC MORTGAGE                                                    480           1191.36           220000.00          219770.88
EMC MORTGAGE                                                    360           1462.83           201750.00          201611.15
EMC MORTGAGE                                                    480            1745.8           307500.00          307210.77
EMC MORTGAGE                                                    360            1233.3           215600.00          215267.14
EMC MORTGAGE                                                    360           1368.37           195700.00          195454.76
EMC MORTGAGE                                                    480           3435.13           522000.00          521827.37
EMC MORTGAGE                                                    480           3439.14           570000.00          569532.91
EMC MORTGAGE                                                    360           2140.37           330000.00          329158.64
EMC MORTGAGE                                                    480           1576.33           250000.00          249908.05
EMC MORTGAGE                                                    360           3083.06           469800.00          469800.00
EMC MORTGAGE                                                    360           1435.64           198000.00          197863.74
EMC MORTGAGE                                                    360           4460.74           607924.00          607516.09
EMC MORTGAGE                                                    360           2956.18           450000.00          449621.95
EMC MORTGAGE                                                    480              1280           222000.00          221899.38
EMC MORTGAGE                                                    480           1537.06           251000.00          250701.17
EMC MORTGAGE                                                    480           1986.19           310500.00          310278.83
EMC MORTGAGE                                                    360           2531.44           400500.00          399407.91
EMC MORTGAGE                                                    360            518.43            71500.00           70622.15
EMC MORTGAGE                                                    360           4161.28           610000.00          609045.08
EMC MORTGAGE                                                    480           1475.35           252000.00          251778.70
EMC MORTGAGE                                                    360            490.91            62400.00           62217.72
EMC MORTGAGE                                                    360           3195.58           524000.00          519959.11
EMC MORTGAGE                                                    480           2849.36           472250.00          471667.88
EMC MORTGAGE                                                    480           1799.63           252000.00          251728.70
EMC MORTGAGE                                                    360           2183.93           343700.00          343700.00
EMC MORTGAGE                                                    360             682.5           104000.00          104000.00
EMC MORTGAGE                                                    180           1097.29           124000.00          124000.00
EMC MORTGAGE                                                    180            648.19            75000.00           74498.50
EMC MORTGAGE                                                    180           5647.65           600000.00          596443.25
EMC MORTGAGE                                                    180           3291.92           387000.00          383029.98
EMC MORTGAGE                                                    180           1366.31           154400.00          152898.15
EMC MORTGAGE                                                    180           4198.52           481975.00          477179.64
EMC MORTGAGE                                                    180           1179.06           144300.00          142739.81
EMC MORTGAGE                                                    180            474.12            54000.00           53469.09
EMC MORTGAGE                                                    120            2019.3           172000.00          166926.61
EMC MORTGAGE                                                    360           6590.63          1110000.00         1110000.00
EMC MORTGAGE                                                    360            1046.6           134560.00          134238.75
EMC MORTGAGE                                                    480           1492.51           226800.00          226573.56
EMC MORTGAGE                                                    360            865.46           115200.00          114903.11
EMC MORTGAGE                                                    360              2655           432000.00          432000.00
EMC MORTGAGE                                                    360           1137.34           155000.00          154786.94
EMC MORTGAGE                                                    360           8148.25          1179750.00         1177040.31
EMC MORTGAGE                                                    360            927.76           136000.00          135787.18
EMC MORTGAGE                                                    360           2923.33           445000.00          443872.01
EMC MORTGAGE                                                    360           3144.31           504000.00          503533.19
EMC MORTGAGE                                                    360           1275.58           164000.00          163903.17
EMC MORTGAGE                                                    360           2920.16           462000.00          460254.04
EMC MORTGAGE                                                    360           2808.38           427500.00          426779.62
EMC MORTGAGE                                                    360              1705           264000.00          264000.00
EMC MORTGAGE                                                    480            848.07           134500.00          134450.52
EMC MORTGAGE                                                    360            635.58            96750.00           96504.75
EMC MORTGAGE                                                    480            475.51            80000.00           79932.13
EMC MORTGAGE                                                    480           3837.35           636000.00          635216.06
EMC MORTGAGE                                                    360           2213.72           309000.00          308562.40
EMC MORTGAGE                                                    360            843.57           120645.00          120374.70
EMC MORTGAGE                                                    360           2648.67           438400.00          438400.00
EMC MORTGAGE                                                    360           1780.49           261000.00          260377.97
EMC MORTGAGE                                                    360           3410.89           500000.00          498822.75
EMC MORTGAGE                                                    360           1054.69           225000.00          225000.00
EMC MORTGAGE                                                    480           1791.09           280000.00          279699.93
EMC MORTGAGE                                                    360           2237.67           345000.00          344404.24
EMC MORTGAGE                                                    360            845.52           125500.00          124748.15
EMC MORTGAGE                                                    360           1089.65           148500.00          148199.06
EMC MORTGAGE                                                    360            978.54           154000.00          154000.00
EMC MORTGAGE                                                    480           2115.75           345500.00          345500.00
EMC MORTGAGE                                                    360           2704.56           360000.00          360000.00
EMC MORTGAGE                                                    360           1064.19           120000.00          120000.00
EMC MORTGAGE                                                    480           1014.93           150000.00          150000.00
EMC MORTGAGE                                                    360           2821.88           430000.00          430000.00
EMC MORTGAGE                                                    360           2532.29           442000.00          442000.00
EMC MORTGAGE                                                    480           1891.96           287500.00          287500.00
EMC MORTGAGE                                                    360           3208.33           550000.00          550000.00
EMC MORTGAGE                                                    360           1286.51           153000.00          153000.00
EMC MORTGAGE                                                    180           1579.26           173000.00          173000.00
EMC MORTGAGE                                                    360           3022.03           460500.00          460500.00
EMC MORTGAGE                                                    360            444.18            62000.00           62000.00
EMC MORTGAGE                                                    480            552.78            93000.00           93000.00
EMC MORTGAGE                                                    360            841.16           120300.00          120300.00
EMC MORTGAGE                                                    360           1091.49           160000.00          160000.00
EMC MORTGAGE                                                    480           1073.19           192000.00          192000.00
EMC MORTGAGE                                                    360            3424.9           539000.00          539000.00
EMC MORTGAGE                                                    180            579.71            65000.00           65000.00
EMC MORTGAGE                                                    360           3201.56           500000.00          500000.00
EMC MORTGAGE                                                    480           1440.46           222000.00          222000.00
EMC MORTGAGE                                                    360           1115.45           161500.00          161500.00
EMC MORTGAGE                                                    480           1509.09           220000.00          220000.00
EMC MORTGAGE                                                    480           1224.08           173700.00          173700.00
EMC MORTGAGE                                                    360            759.32            99900.00           99900.00
EMC MORTGAGE                                                    480           1901.58           306000.00          306000.00
EMC MORTGAGE                                                    360           1595.94           217500.00          217500.00
EMC MORTGAGE                                                    360           2977.86           453300.00          453300.00
EMC MORTGAGE                                                    360            406.04            56000.00           56000.00
EMC MORTGAGE                                                    360           1734.68           220500.00          220500.00
EMC MORTGAGE                                                    360            889.07           124100.00          123924.25
EMC MORTGAGE                                                    480           1388.53           211000.00          210860.00
EMC MORTGAGE                                                    480           1889.79           275500.00          275335.82
EMC MORTGAGE                                                    480           1579.37           240000.00          239760.39
EMC MORTGAGE                                                    360           4891.21           480000.00          479572.16
EMC MORTGAGE                                                    360             623.7            84000.00           83721.51
EMC MORTGAGE                                                    360             726.2           102600.00          102375.80
EMC MORTGAGE                                                    360           3163.14           494000.00          492685.23
EMC MORTGAGE                                                    360            714.88            97425.00           97176.88
EMC MORTGAGE                                                    480           2213.85           280000.00          279832.16
EMC MORTGAGE                                                    360            435.05            60000.00           59833.17
EMC MORTGAGE                                                    360           3638.02           635000.00          635000.00
EMC MORTGAGE                                                    480           1001.58           166000.00          165932.17
EMC MORTGAGE                                                    360            689.12           104900.00          104363.58
EMC MORTGAGE                                                    360           2761.05           320000.00          319095.40
EMC MORTGAGE                                                    180           1448.12           175800.00          172011.51
EMC MORTGAGE                                                    360           1298.61           188020.00          187732.98
EMC MORTGAGE                                                    360           1098.33           175732.00          175732.00
EMC MORTGAGE                                                    180           1095.54           128792.00          127868.10
EMC MORTGAGE                                                    360           1324.04           254216.00          254215.99
EMC MORTGAGE                                                    360           1080.98           156510.00          156271.07
EMC MORTGAGE                                                    360            1655.8           345558.00          345558.00
EMC MORTGAGE                                                    360            948.06           142500.00          142265.70
EMC MORTGAGE                                                    360           1414.74           229770.00          229332.27
EMC MORTGAGE                                                    360            1286.3           224518.00          224517.99
EMC MORTGAGE                                                    360           2939.03           600312.00          600312.00
EMC MORTGAGE                                                    360           1018.25           143862.00          143653.08
EMC MORTGAGE                                                    360           1321.75           201200.00          200860.95
EMC MORTGAGE                                                    360           2726.27           404660.00          404010.86
EMC MORTGAGE                                                    360           1177.86           201918.00          201918.00
EMC MORTGAGE                                                    360            291.87            45000.00           44521.17
EMC MORTGAGE                                                    360           1629.01           251158.00          250724.29
EMC MORTGAGE                                                    360            281.28            44500.00           44080.35
EMC MORTGAGE                                                    360            901.59           149276.00          149227.88
EMC MORTGAGE                                                    360             682.5           120000.00          120000.00
EMC MORTGAGE                                                    360            745.31           135000.00          134999.99
EMC MORTGAGE                                                    360            814.57           122436.00          122234.69
EMC MORTGAGE                                                    360            708.87           130976.00          130868.95
EMC MORTGAGE                                                    360              1112           164234.00          164233.99
EMC MORTGAGE                                                    360            890.85           133900.00          133679.82
EMC MORTGAGE                                                    360            749.44           125000.00          124750.50
EMC MORTGAGE                                                    360            604.46            86448.00           86319.28
EMC MORTGAGE                                                    360            845.49           144880.00          144576.73
EMC MORTGAGE                                                    360            879.81           142891.00          142619.12
EMC MORTGAGE                                                    360           1814.04           335000.00          334899.99
EMC MORTGAGE                                                    360           1442.55           247192.00          246674.58
EMC MORTGAGE                                                    360            679.49            96000.00           95860.58
EMC MORTGAGE                                                    360            920.65           173298.00          173298.00
EMC MORTGAGE                                                    360            898.33           143992.00          143724.55
EMC MORTGAGE                                                    360               212            33980.00           33916.87
EMC MORTGAGE                                                    360            888.17           135200.00          134968.73
EMC MORTGAGE                                                    360            667.65           101632.00          101460.75
EMC MORTGAGE                                                    360            2670.1           417000.00          416262.15
EMC MORTGAGE                                                    360           1724.01           280000.00          279467.26
EMC MORTGAGE                                                    360            691.04           105192.00          105014.74
EMC MORTGAGE                                                    360            834.24           126990.00          126776.01
EMC MORTGAGE                                                    360            607.62           100000.00           99805.10
EMC MORTGAGE                                                    180           1714.85           200000.00          198650.13
EMC MORTGAGE                                                    360            961.53           148247.00          147991.00
EMC MORTGAGE                                                    360            917.43           145147.00          144883.85
EMC MORTGAGE                                                    360           1164.28           175000.00          174712.27
EMC MORTGAGE                                                    360            770.86           111609.00          111438.62
EMC MORTGAGE                                                    360            615.72           100000.00           99809.73
EMC MORTGAGE                                                    360           2211.71           364000.00          363290.61
EMC MORTGAGE                                                    360           1516.92           239992.00          239556.90
EMC MORTGAGE                                                    360            902.35           180469.00          180469.00
EMC MORTGAGE                                                    360            671.41           126383.00          126383.00
EMC MORTGAGE                                                    360            848.58           134253.00          134009.59
EMC MORTGAGE                                                    180            924.88           181200.00          181200.00
EMC MORTGAGE                                                    480           2172.08           360000.00          359556.27
EMC MORTGAGE                                                    180           1118.63           121600.00          120479.25
EMC MORTGAGE                                                    480           2923.86           515000.00          514271.51
EMC MORTGAGE                                                    360           1903.06           247500.00          246739.62
EMC MORTGAGE                                                    360            641.68            82500.00           82352.82
EMC MORTGAGE                                                    360           5240.51           840000.00          833658.95
EMC MORTGAGE                                                    360           4716.03           700000.00          698877.12
EMC MORTGAGE                                                    360           5316.67           880000.00          880000.00
EMC MORTGAGE                                                    360            484.56            58900.00           58713.21
EMC MORTGAGE                                                    360             11625          1800000.00         1800000.00
EMC MORTGAGE                                                    360            565.92            73600.00           73419.75
EMC MORTGAGE                                                    360            865.73           131920.00          131920.00
EMC MORTGAGE                                                    360           5712.31           903750.00          900455.36
EMC MORTGAGE                                                    360            988.79           127128.00          126747.14
EMC MORTGAGE                                                    360           1102.62           170000.00          169706.44
EMC MORTGAGE                                                    360           1589.93           197600.00          197052.19
EMC MORTGAGE                                                    360           3889.02           592000.00          591502.65
EMC MORTGAGE                                                    360           1891.33           264000.00          263437.40
EMC MORTGAGE                                                    360           3468.58           528000.00          527556.42
EMC MORTGAGE                                                    360            639.05            90288.00           89889.64
EMC MORTGAGE                                                    360            592.36            67500.00           67379.06
EMC MORTGAGE                                                    360           1445.06           199300.00          198885.83
EMC MORTGAGE                                                    360           1431.79           182000.00          181498.73
EMC MORTGAGE                                                    360            939.32           136000.00          135792.39
EMC MORTGAGE                                                    360           4331.25           770000.00          770000.00
EMC MORTGAGE                                                    360           1537.33           230600.00          230600.00
EMC MORTGAGE                                                    360           3949.47           650000.00          648095.02
EMC MORTGAGE                                                    360           3580.73           625000.00          625000.00
EMC MORTGAGE                                                    360           3923.03           568000.00          566695.42
EMC MORTGAGE                                                    360           1067.04           126900.00          126518.01
EMC MORTGAGE                                                    360           4615.81           668304.00          666769.02
EMC MORTGAGE                                                    360            421.67            53600.00           53443.54
EMC MORTGAGE                                                    360            792.47           108000.00          107707.21
EMC MORTGAGE                                                    360             386.1            52000.00           51792.41
EMC MORTGAGE                                                    360           1741.17           246000.00          245462.47
EMC MORTGAGE                                                    360           3317.99           513754.00          513754.00
EMC MORTGAGE                                                    360            502.08            73600.00           73088.87
EMC MORTGAGE                                                    360            484.48            65250.00           65164.35
EMC MORTGAGE                                                    360           3003.52           524250.00          524250.00
EMC MORTGAGE                                                    360            989.38           121600.00          121271.48
EMC MORTGAGE                                                    360           1682.79           197978.00          195708.40
EMC MORTGAGE                                                    360             350.8            55500.00           55246.39
EMC MORTGAGE                                                    360           3356.31           436500.00          434609.16
EMC MORTGAGE                                                    360           6619.76           995000.00          992447.90
EMC MORTGAGE                                                    480           1258.86           181050.00          180733.61
EMC MORTGAGE                                                    360            555.67            62010.00           61850.63
EMC MORTGAGE                                                    360           4082.68           664300.00          664300.00
EMC MORTGAGE                                                    360           2698.17           416000.00          411107.19
EMC MORTGAGE                                                    360            3087.5           520000.00          520000.00
EMC MORTGAGE                                                    360            376.12            52500.00           52347.10
EMC MORTGAGE                                                    180            843.95            91040.00           89929.84
EMC MORTGAGE                                                    360            497.79            64000.00           63808.31
EMC MORTGAGE                                                    480           3138.05           536000.00          531641.49
EMC MORTGAGE                                                    360            360.61            48000.00           47813.15
EMC MORTGAGE                                                    360           3455.83           603200.00          603199.87
EMC MORTGAGE                                                    360           3060.39           460000.00          458862.21
EMC MORTGAGE                                                    360             659.1            92000.00           91671.12
EMC MORTGAGE                                                    480            576.67            80750.00           80618.69
EMC MORTGAGE                                                    360             534.9            76500.00           76243.94
EMC MORTGAGE                                                    360            4533.4           708000.00          706115.68
EMC MORTGAGE                                                    360           3502.43           540000.00          539067.30
EMC MORTGAGE                                                    360           2152.46           354250.00          351445.80
EMC MORTGAGE                                                    360           5419.66           825000.00          823609.83
EMC MORTGAGE                                                    360           3833.77           721650.00          721650.00
EMC MORTGAGE                                                    360            292.48            40825.00           40708.61
EMC MORTGAGE                                                    480           2210.07           345500.00          345065.57
EMC MORTGAGE                                                    480           1390.86           234000.00          233701.40
EMC MORTGAGE                                                    180           4060.02           485000.00          483314.46
EMC MORTGAGE                                                    360           2786.67           479750.00          477715.00
EMC MORTGAGE                                                    360           3333.87           571601.00          571601.00
EMC MORTGAGE                                                    180           1221.51           250000.00          249500.00
EMC MORTGAGE                                                    360           1025.42           150315.00          149961.06
EMC MORTGAGE                                                    360           1015.57           148872.00          148521.49
EMC MORTGAGE                                                    360           1022.09           149827.00          149474.22
EMC MORTGAGE                                                    180            871.11           100000.00           99006.31
EMC MORTGAGE                                                    360           1941.84           342000.00          340492.31
EMC MORTGAGE                                                    360           3892.02           585000.00          583553.03
EMC MORTGAGE                                                    480           2328.96           386000.00          385524.20
EMC MORTGAGE                                                    360            3682.8           520320.00          519564.42
EMC MORTGAGE                                                    360           4434.15           650000.00          648982.80
EMC MORTGAGE                                                    360           1210.85           182000.00          181700.77
EMC MORTGAGE                                                    480            710.35           116000.00          115768.52
EMC MORTGAGE                                                    360           2075.51           320000.00          319724.49
EMC MORTGAGE                                                    360           3232.25           435321.00          434749.54
EMC MORTGAGE                                                    360            4544.9           650000.00          649517.60
EMC MORTGAGE                                                    360           2020.49           337000.00          335647.94
EMC MORTGAGE                                                    360            790.48           104000.00          103738.69
EMC MORTGAGE                                                    360            333.18            40500.00           40479.01
EMC MORTGAGE                                                    180           1167.73           133000.00          129915.06
EMC MORTGAGE                                                    180           2236.22           265000.00          249147.72
EMC MORTGAGE                                                    360           2222.92           388000.00          388000.00
EMC MORTGAGE                                                    360            881.25           169200.00          169200.00
EMC MORTGAGE                                                    360           2041.67           400000.00          400000.00
EMC MORTGAGE                                                    360           1390.56           206400.00          206068.90
EMC MORTGAGE                                                    360           3195.96           486500.00          485680.22
EMC MORTGAGE                                                    360           1692.19           285000.00          285000.00
EMC MORTGAGE                                                    360           1114.15           174000.00          173480.86
EMC MORTGAGE                                                    360            790.97           128700.00          128700.00
EMC MORTGAGE                                                    360           3242.61           493600.00          493185.31
EMC MORTGAGE                                                    360           1033.38           146000.00          144912.57
EMC MORTGAGE                                                    360           2036.72           355500.00          355500.00
EMC MORTGAGE                                                    180            610.54            62000.00           61130.91
EMC MORTGAGE                                                    360            425.25            56700.00           56700.00
EMC MORTGAGE                                                    360           2674.58           524000.00          524000.00
EMC MORTGAGE                                                    360           1456.71           227500.00          227097.45
EMC MORTGAGE                                                    360           4600.66           650000.00          648824.62
EMC MORTGAGE                                                    360            496.47            69300.00           69052.29
EMC MORTGAGE                                                    360            350.84            50176.00           50063.58
EMC MORTGAGE                                                    360           1690.74           236000.00          234881.01
EMC MORTGAGE                                                    360            1776.7           248000.00          246352.61
EMC MORTGAGE                                                    360            313.49            50250.00           50109.65
EMC MORTGAGE                                                    360           4035.83           668000.00          668000.00
EMC MORTGAGE                                                    360            698.91            94500.00           94500.00
EMC MORTGAGE                                                    360           1642.08           232000.00          231149.71
EMC MORTGAGE                                                    360           2997.93           486900.00          485506.79
EMC MORTGAGE                                                    360           1141.93           152000.00          151205.64
EMC MORTGAGE                                                    360            478.55            66000.00           65908.86
EMC MORTGAGE                                                    360            476.72            54900.00           54747.26
EMC MORTGAGE                                                    360           1120.03           139200.00          138621.08
EMC MORTGAGE                                                    360            3103.3           428000.00          426507.79
EMC MORTGAGE                                                    360             584.9            75200.00           75020.48
EMC MORTGAGE                                                    360           3841.87           600000.00          598403.11
EMC MORTGAGE                                                    360              3410           528000.00          528000.00
EMC MORTGAGE                                                    360           1052.44           143430.00          143333.76
EMC MORTGAGE                                                    360           1370.83           188000.00          187999.16
EMC MORTGAGE                                                    360            811.37           108000.00          107861.79
EMC MORTGAGE                                                    360           3981.75           484000.00          482984.67
EMC MORTGAGE                                                    360           1060.67           137600.00          137600.00
EMC MORTGAGE                                                    360            1690.1           295000.00          295000.00
EMC MORTGAGE                                                    360           1471.84           235920.00          235260.97
EMC MORTGAGE                                                    360           1322.34           201500.00          201500.00
EMC MORTGAGE                                                    360           3357.61           480197.00          479482.01
EMC MORTGAGE                                                    360            742.19           142500.00          142500.00
EMC MORTGAGE                                                    360           4552.01           567000.00          564771.20
EMC MORTGAGE                                                    360            960.47           150000.00          149734.57
EMC MORTGAGE                                                    360           3827.75           540800.00          539618.16
EMC MORTGAGE                                                    360            1368.5           190400.00          190400.00
EMC MORTGAGE                                                    360           3511.72           555592.00          554077.04
EMC MORTGAGE                                                    360           3475.89           522504.00          522075.61
EMC MORTGAGE                                                    360            3281.1           540000.00          538417.40
EMC MORTGAGE                                                    360            350.01            45000.00           44886.61
EMC MORTGAGE                                                    360           5478.99           729300.00          727420.52
EMC MORTGAGE                                                    360           6320.68          1000000.00          997273.25
EMC MORTGAGE                                                    360           3022.27           472000.00          471164.82
EMC MORTGAGE                                                    360           5104.17          1000000.00         1000000.00
EMC MORTGAGE                                                    360           7424.98          1000000.00          997356.71
EMC MORTGAGE                                                    360            3597.3           600000.00          598199.12
EMC MORTGAGE                                                    360           8047.92          1290000.00         1286116.84
EMC MORTGAGE                                                    360           4143.75           585000.00          585000.00
EMC MORTGAGE                                                    360               950           190000.00          190000.00
EMC MORTGAGE                                                    360            906.34           125000.00          124205.11
EMC MORTGAGE                                                    360            468.59            52839.00           52723.26
EMC MORTGAGE                                                    360           1773.78           211500.00          211076.25
EMC MORTGAGE                                                    360           3593.91           627300.00          627300.00
EMC MORTGAGE                                                    360           2339.34           416000.00          415883.00
EMC MORTGAGE                                                    360           1169.93           171500.00          170960.00
EMC MORTGAGE                                                    360             529.1            66500.00           55428.10
EMC MORTGAGE                                                    360           4292.74           599200.00          595739.27
EMC MORTGAGE                                                    360              2750           480000.00          480000.00
EMC MORTGAGE                                                    360            818.12           100552.00          100335.52
EMC MORTGAGE                                                    360            829.31            94500.00           94155.61
EMC MORTGAGE                                                    360            2437.5           468000.00          468000.00
EMC MORTGAGE                                                    360            704.41            96000.00           95739.77
EMC MORTGAGE                                                    360             760.5           121900.00          120559.47
EMC MORTGAGE                                                    360           3526.04           543640.00          542701.24
EMC MORTGAGE                                                    360           2344.21           331200.00          330476.29
EMC MORTGAGE                                                    360              1785           306000.00          306000.00
EMC MORTGAGE                                                    360           1061.07           146340.00          145829.79
EMC MORTGAGE                                                    360           3601.12           485000.00          484682.73
EMC MORTGAGE                                                    360            472.02            60000.00           59824.86
EMC MORTGAGE                                                    360            1330.6           200000.00          199505.33
EMC MORTGAGE                                                    360              1760           264000.00          264000.00
EMC MORTGAGE                                                    360            902.07           121491.00          121411.53
EMC MORTGAGE                                                    360           3154.86           451200.00          450528.19
EMC MORTGAGE                                                    360            728.45           121500.00          120561.99
EMC MORTGAGE                                                    360           3842.98           608000.00          605783.48
EMC MORTGAGE                                                    360           2412.39           362600.00          362003.82
EMC MORTGAGE                                                    360           2463.49           375000.00          374684.96
EMC MORTGAGE                                                    360           1629.99           236000.00          235639.73
EMC MORTGAGE                                                    360            967.16           135000.00          134615.15
EMC MORTGAGE                                                    360           1006.48           149391.00          149151.35
EMC MORTGAGE                                                    360           2695.31           358768.00          358308.88
EMC MORTGAGE                                                    360              1449           201600.00          201600.00
EMC MORTGAGE                                                    360              1024           180000.00          178735.05
EMC MORTGAGE                                                    360            751.88            94500.00           94176.22
EMC MORTGAGE                                                    360            3439.3           486400.00          485548.87
EMC MORTGAGE                                                    360            775.16            91000.00           89580.35
EMC MORTGAGE                                                    360           1326.65           180800.00          180059.86
EMC MORTGAGE                                                    360           4754.17           815000.00          815000.00
EMC MORTGAGE                                                    360            856.61           108640.00          108063.74
EMC MORTGAGE                                                    360            609.06            84000.00           83766.47
EMC MORTGAGE                                                    360            477.37            73600.00           73344.37
EMC MORTGAGE                                                    360           3391.04           536500.00          535037.10
EMC MORTGAGE                                                    360            560.52            71250.00           71042.04
EMC MORTGAGE                                                    360           4712.95           650000.00          648193.01
EMC MORTGAGE                                                    360           3078.69           513500.00          512475.06
EMC MORTGAGE                                                    360           2896.88           515000.00          515000.00
EMC MORTGAGE                                                    480           1399.73           231990.00          231799.89
EMC MORTGAGE                                                    480           1816.21           315000.00          314275.48
EMC MORTGAGE                                                    480           1206.53           150750.00          150632.98
EMC MORTGAGE                                                    480           1128.45           169100.00          168937.09
EMC MORTGAGE                                                    480            655.89            87200.00           87077.44
EMC MORTGAGE                                                    360           2916.71           375000.00          374104.81
EMC MORTGAGE                                                    360              2000           300000.00          300000.00
EMC MORTGAGE                                                    360            885.13           129750.00          129750.00
EMC MORTGAGE                                                    360           2886.01           565422.00          565422.00
EMC MORTGAGE                                                    360              1395           279000.00          279000.00
EMC MORTGAGE                                                    360           3609.38           550000.00          550000.00
EMC MORTGAGE                                                    360            692.66           100750.00          100750.00
EMC MORTGAGE                                                    360            3507.5           488000.00          488000.00
EMC MORTGAGE                                                    360           3480.04           491300.00          491300.00
EMC MORTGAGE                                                    360            735.76           112000.00          111524.12
EMC MORTGAGE                                                    360           1592.17           219588.00          219284.76
EMC MORTGAGE                                                    360            808.19           103909.00          103534.26
EMC MORTGAGE                                                    360           8186.12          1200000.00         1196221.43
EMC MORTGAGE                                                    360           3226.12           461392.00          460705.02
EMC MORTGAGE                                                    360               755           113250.00          113250.00
EMC MORTGAGE                                                    360            823.49           103500.00          103084.73
EMC MORTGAGE                                                    360           1441.41           184500.00          184500.00
EMC MORTGAGE                                                    360            340.67            60000.00           59784.98
EMC MORTGAGE                                                    360           4634.63           576000.00          575049.01
EMC MORTGAGE                                                    360              2695           470400.00          470400.00
EMC MORTGAGE                                                    360           3645.66           600000.00          598241.57
EMC MORTGAGE                                                    360             14375          2000000.00         2000000.00
EMC MORTGAGE                                                    360           3037.59           424000.00          422467.20
EMC MORTGAGE                                                    360            372.96            54000.00           53834.13
EMC MORTGAGE                                                    360            872.56           114800.00          114289.96
EMC MORTGAGE                                                    360            369.75            52200.00           52199.53
EMC MORTGAGE                                                    360           1367.65           157500.00          157061.72
EMC MORTGAGE                                                    360           3774.38           594000.00          594000.00
EMC MORTGAGE                                                    360           3792.41           600000.00          594441.77
EMC MORTGAGE                                                    360           2387.62           350000.00          350000.00
EMC MORTGAGE                                                    360           1416.56           202593.00          202139.12
EMC MORTGAGE                                                    360           1632.64           245422.00          245422.00
EMC MORTGAGE                                                    360            395.51            50850.00           50697.69
EMC MORTGAGE                                                    360               735           126000.00          126000.00
EMC MORTGAGE                                                    360           1281.92           176800.00          176800.00
EMC MORTGAGE                                                    360           7190.89           980000.00          980000.00
EMC MORTGAGE                                                    360           1681.74           256000.00          256000.00
EMC MORTGAGE                                                    360           1364.23           192743.00          192743.00
EMC MORTGAGE                                                    360           3146.47           450000.00          450000.00
EMC MORTGAGE                                                    360           2760.42           500000.00          500000.00
EMC MORTGAGE                                                    360           3133.17           427000.00          425548.26
EMC MORTGAGE                                                    360           2899.92           399950.00          398555.59
EMC MORTGAGE                                                    360            847.66           131250.00          131250.00
EMC MORTGAGE                                                    360            635.42            92000.00           91930.00
EMC MORTGAGE                                                    360            552.74            73575.00           64647.65
EMC MORTGAGE                                                    360           1232.53           195000.00          194646.49
EMC MORTGAGE                                                    360           3592.04           489582.00          489253.43
EMC MORTGAGE                                                    360            3926.8           460000.00          457973.05
EMC MORTGAGE                                                    360            735.01            94500.00           94100.94
EMC MORTGAGE                                                    360            283.29            53326.00           53326.00
EMC MORTGAGE                                                    360           1146.17           179002.00          178525.59
EMC MORTGAGE                                                    360           3925.11           613000.00          612459.16
EMC MORTGAGE                                                    360           1011.67           154000.00          153870.62
EMC MORTGAGE                                                    360           4278.31           622300.00          622300.00
EMC MORTGAGE                                                    360           2889.08           451200.00          450801.92
EMC MORTGAGE                                                    360           1607.74           233920.00          233852.99
EMC MORTGAGE                                                    360           3956.85           704000.00          703440.33
EMC MORTGAGE                                                    360              6300          1080000.00         1080000.00
EMC MORTGAGE                                                    360            478.55            66000.00           65862.84
EMC MORTGAGE                                                    360           1032.93           147726.00          147395.01
EMC MORTGAGE                                                    360              4550           672000.00          672000.00
EMC MORTGAGE                                                    180           1360.89           155000.00          151926.26
EMC MORTGAGE                                                    360            3202.5           504000.00          504000.00
EMC MORTGAGE                                                    360            775.17           104400.00          103171.23
EMC MORTGAGE                                                    360            882.26           124650.00          124285.70
EMC MORTGAGE                                                    360            559.42            86250.00           86025.96
EMC MORTGAGE                                                    360           1516.69           206700.00          206421.70
EMC MORTGAGE                                                    360            566.29           115900.00          115667.43
EMC MORTGAGE                                                    360           3248.44           495000.00          495000.00
EMC MORTGAGE                                                    360           3157.48           488900.00          488900.00
EMC MORTGAGE                                                    360           1596.73           240000.00          239203.83
EMC MORTGAGE                                                    480           1613.88           267483.00          267373.71
EMC MORTGAGE                                                    360           1548.57           245000.00          239047.39
EMC MORTGAGE                                                    180           2274.02           342300.00          341103.43
EMC MORTGAGE                                                    180            992.44           110415.00          106838.62
EMC MORTGAGE                                                    480           2596.85           368500.00          368398.20
EMC MORTGAGE                                                    180            616.46            66500.00           65483.21
EMC MORTGAGE                                                    480           2722.37           465000.00          464260.48
EMC MORTGAGE                                                    360           4091.61           615000.00          613988.84
EMC MORTGAGE                                                    480            2318.1           390000.00          389669.13
EMC MORTGAGE                                                    480            648.85           100000.00           99931.25
EMC MORTGAGE                                                    480           1465.19           213600.00          213536.56
EMC MORTGAGE                                                    180           1444.25           239200.00          239047.78
EMC MORTGAGE                                                    180             956.7           158400.00          158350.00
EMC MORTGAGE                                                    180           1742.21           200000.00          196669.73
EMC MORTGAGE                                                    180            970.15           100000.00           97968.46
EMC MORTGAGE                                                    180             514.6            50000.00           49209.82
EMC MORTGAGE                                                    360            525.69            63900.00           63662.68
EMC MORTGAGE                                                    360            4253.9           592000.00          591847.21
EMC MORTGAGE                                                    360              6800           960000.00          960000.00
EMC MORTGAGE                                                    360           6496.88           990000.00          990000.00
EMC MORTGAGE                                                    480           2068.14           328000.00          327513.12
EMC MORTGAGE                                                    360            394.27            53100.00           52959.11
EMC MORTGAGE                                                    360           4858.33           880000.00          880000.00
EMC MORTGAGE                                                    360           1073.11           148000.00          146950.78
EMC MORTGAGE                                                    180            476.41            51000.00           49269.91
EMC MORTGAGE                                                    360           2363.22           412500.00          412488.80
EMC MORTGAGE                                                    360            863.44           153500.00          153500.00
EMC MORTGAGE                                                    360              2345           417000.00          416889.30
EMC MORTGAGE                                                    360           1626.67           256000.00          255675.00
EMC MORTGAGE                                                    360            774.58           114400.00          114400.00
EMC MORTGAGE                                                    360           2682.54           379000.00          378015.63
EMC MORTGAGE                                                    360           1280.42           220000.00          219500.00
EMC MORTGAGE                                                    360           2623.96           458000.00          458000.00
EMC MORTGAGE                                                    360           1225.85           189000.00          188509.08
EMC MORTGAGE                                                    360           2370.26           375000.00          373977.45
EMC MORTGAGE                                                    360            806.04           146000.00          146000.00
EMC MORTGAGE                                                    360           1077.95           160000.00          159613.81
EMC MORTGAGE                                                    360            537.31            75000.00           74893.78
EMC MORTGAGE                                                    360           2123.83           307500.00          306793.72
EMC MORTGAGE                                                    360           2177.06           340000.00          339095.09
EMC MORTGAGE                                                    360           1337.92           201100.00          200769.36
EMC MORTGAGE                                                    360            946.46           154000.00          154000.00
EMC MORTGAGE                                                    360           2844.68           417000.00          416347.43
EMC MORTGAGE                                                    360           3616.09           504750.00          503674.34
EMC MORTGAGE                                                    360           2480.24           382400.00          381406.72
EMC MORTGAGE                                                    360           1903.27           279000.00          278463.40
EMC MORTGAGE                                                    360           1203.57           168000.00          167641.98
EMC MORTGAGE                                                    360             730.5           111200.00          110918.14
EMC MORTGAGE                                                    360            979.48           149100.00          148848.76
EMC MORTGAGE                                                    360            886.83           130000.00          129630.15
EMC MORTGAGE                                                    360            722.62           110000.00          109814.65
EMC MORTGAGE                                                    360           3372.71           520000.00          517090.81
EMC MORTGAGE                                                    360            669.38           119000.00          119000.00
EMC MORTGAGE                                                    360           1036.23           151900.00          151542.34
EMC MORTGAGE                                                    360           1332.53           186000.00          185736.59
EMC MORTGAGE                                                    360              1100           192000.00          192000.00
EMC MORTGAGE                                                    360           1264.14           200000.00          199454.63
EMC MORTGAGE                                                    360            670.97           107550.00          107249.58
EMC MORTGAGE                                                    360            638.32            89100.00           88910.13
EMC MORTGAGE                                                    360           1289.54           180000.00          179616.41
EMC MORTGAGE                                                    360           3004.17           515000.00          515000.00
EMC MORTGAGE                                                    360           3468.58           528000.00          526661.62
EMC MORTGAGE                                                    360            3419.1           608000.00          607839.55
EMC MORTGAGE                                                    360           1040.63           185000.00          185000.00
EMC MORTGAGE                                                    360           4360.47           639200.00          637695.03
EMC MORTGAGE                                                    360           2994.58           480000.00          478659.16
EMC MORTGAGE                                                    360           3381.91           560000.00          559764.30
EMC MORTGAGE                                                    360            645.57           124000.00          123950.00
EMC MORTGAGE                                                    360           1538.99           225600.00          225068.84
EMC MORTGAGE                                                    360           2890.49           440000.00          438884.67
EMC MORTGAGE                                                    360           1114.02           155500.00          155168.62
EMC MORTGAGE                                                    360           1678.15           246000.00          245420.81
EMC MORTGAGE                                                    360            826.63           132500.00          132129.87
EMC MORTGAGE                                                    360           2118.99           318500.00          317712.16
EMC MORTGAGE                                                    360           1228.54           200000.00          199898.02
EMC MORTGAGE                                                    360           1120.97           189500.00          189112.63
EMC MORTGAGE                                                    360           2005.31           310500.00          310500.00
EMC MORTGAGE                                                    360           2543.27           355000.00          354497.26
EMC MORTGAGE                                                    480           1083.06           200000.00          199791.71
EMC MORTGAGE                                                    360            974.13           155900.00          155861.13
EMC MORTGAGE                                                    360            837.49           116900.00          116734.45
EMC MORTGAGE                                                    360           2663.53           492000.00          491729.27
EMC MORTGAGE                                                    360            760.42           123500.00          122980.38
EMC MORTGAGE                                                    360            774.73           135225.00          135225.00
EMC MORTGAGE                                                    360           1397.53           244000.00          243933.24
EMC MORTGAGE                                                    360            840.93           183475.00          183475.00
EMC MORTGAGE                                                    360           1533.23           295000.00          294380.24
EMC MORTGAGE                                                    360           2553.54           437750.00          437750.00
EMC MORTGAGE                                                    480           1024.55           175000.00          174846.32
EMC MORTGAGE                                                    360           1172.88           188000.00          187650.81
EMC MORTGAGE                                                    360              1410           288000.00          288000.00
EMC MORTGAGE                                                    360           1443.75           252000.00          252000.00
EMC MORTGAGE                                                    360            4062.5           650000.00          650000.00
EMC MORTGAGE                                                    360            2362.5           405000.00          405000.00
EMC MORTGAGE                                                    360           2749.71           480000.00          479950.00
EMC MORTGAGE                                                    360             832.3           140700.00          140119.55
EMC MORTGAGE                                                    360           1741.87           282900.00          282361.74
EMC MORTGAGE                                                    360           1067.52           173700.00          173698.41
EMC MORTGAGE                                                    360           1094.51           198250.00          198250.00
EMC MORTGAGE                                                    360           1115.59           172000.00          171702.99
EMC MORTGAGE                                                    360            767.95           118400.00          118195.53
EMC MORTGAGE                                                    360           3009.37           466000.00          465967.32
EMC MORTGAGE                                                    360            788.32           120000.00          119797.78
EMC MORTGAGE                                                    360           1582.65           232000.00          231636.94
EMC MORTGAGE                                                    360            934.78           152100.00          152100.00
EMC MORTGAGE                                                    360            716.52           114850.00          114636.68
EMC MORTGAGE                                                    360            1984.7           314000.00          313430.73
EMC MORTGAGE                                                    360           2286.25           354000.00          354000.00
EMC MORTGAGE                                                    360           1419.75           252400.00          252400.00
EMC MORTGAGE                                                    360              3050           488000.00          488000.00
EMC MORTGAGE                                                    360           1031.25           180000.00          180000.00
EMC MORTGAGE                                                    360            338.02            55000.00           55000.00
EMC MORTGAGE                                                    360            446.72            68000.00           67885.40
EMC MORTGAGE                                                    360            904.44           149700.00          149700.00
EMC MORTGAGE                                                    360            596.72            92000.00           91819.81
EMC MORTGAGE                                                    360           2406.25           420000.00          420000.00
EMC MORTGAGE                                                    360           3036.45           540000.00          539813.22
EMC MORTGAGE                                                    360           3544.13           553500.00          552026.84
EMC MORTGAGE                                                    360           1594.69           283500.00          283500.00
EMC MORTGAGE                                                    360           5518.21           840000.00          837870.72
EMC MORTGAGE                                                    360            3009.5           464000.00          460189.25
EMC MORTGAGE                                                    360           2078.13           350000.00          350000.00
EMC MORTGAGE                                                    360            672.76           102550.00          102516.35
EMC MORTGAGE                                                    360           1703.17           273000.00          271722.21
EMC MORTGAGE                                                    360           1490.28           224000.00          223071.16
EMC MORTGAGE                                                    180           1646.67           179000.00          176233.36
EMC MORTGAGE                                                    360           1741.35           275500.00          274135.35
EMC MORTGAGE                                                    360           1760.28           251750.00          250804.03
EMC MORTGAGE                                                    360            888.02           155000.00          155000.00
EMC MORTGAGE                                                    360           1106.12           175000.00          174200.37
EMC MORTGAGE                                                    360            905.94           132800.00          132275.67
EMC MORTGAGE                                                    360           1181.87           183000.00          182999.99
EMC MORTGAGE                                                    360             972.9           150000.00          149346.94
EMC MORTGAGE                                                    360            919.71           140000.00          139405.08
EMC MORTGAGE                                                    360            911.79           122800.00          122392.87
EMC MORTGAGE                                                    360           1718.79           265000.00          263827.51
EMC MORTGAGE                                                    360            860.04           123000.00          122537.82
EMC MORTGAGE                                                    360           1620.17           226150.00          225341.53
EMC MORTGAGE                                                    360           1210.34           179650.00          178923.08
EMC MORTGAGE                                                    360           1756.47           233800.00          233044.21
EMC MORTGAGE                                                    360            842.49           123500.00          123012.43
EMC MORTGAGE                                                    360           2290.65           340000.00          338624.26
EMC MORTGAGE                                                    360           2421.73           355000.00          353598.48
EMC MORTGAGE                                                    360            375.64            50000.00           49838.34
EMC MORTGAGE                                                    360            604.13            86400.00           86075.32
EMC MORTGAGE                                                    360            446.26            59400.00           59207.95
EMC MORTGAGE                                                    360            1530.7           236000.00          234972.51
EMC MORTGAGE                                                    360            2786.7           408500.00          406796.26
EMC MORTGAGE                                                    360           1160.79           164000.00          163398.88
EMC MORTGAGE                                                    360            591.53            91200.00           90802.91
EMC MORTGAGE                                                    360           1281.25           205000.00          205000.00
EMC MORTGAGE                                                    360           1075.85           152000.00          151442.87
EMC MORTGAGE                                                    360            748.86           107100.00          106697.57
EMC MORTGAGE                                                    360           2076.67           297000.00          295884.02
EMC MORTGAGE                                                    360           1214.01           184800.00          184014.76
EMC MORTGAGE                                                    360           1079.27           166400.00          165675.54
EMC MORTGAGE                                                    360            916.26           136000.00          133940.30
EMC MORTGAGE                                                    360           1940.31           288000.00          286118.77
EMC MORTGAGE                                                    360            721.24           101900.00          101062.48
EMC MORTGAGE                                                    360            3141.5           494400.00          494400.00
EMC MORTGAGE                                                    360           1342.49           192000.00          190834.82
EMC MORTGAGE                                                    360           3269.58           532000.00          532000.00
EMC MORTGAGE                                                    360           1444.98           204000.00          203997.00
EMC MORTGAGE                                                    360              1560           249600.00          249600.00
EMC MORTGAGE                                                    360           1073.94           142950.00          142061.96
GREENPOINT                                                      360           1549.84           213750.00          211758.99
GREENPOINT                                                      360           2134.71           301600.00          299121.01
GREENPOINT                                                      360           1862.67           260000.00          257915.00
GREENPOINT                                                      360            513.64            70000.00           69465.72
GREENPOINT                                                      360            725.07           100000.00           99143.71
GREENPOINT                                                      360             558.8            78000.00           77374.51
GREENPOINT                                                      360           1185.76           161600.00          160250.07
GREENPOINT                                                      360            508.65            71000.00           70204.75
GREENPOINT                                                      360           1149.96           147850.00          146760.12
MID AMERICA BANK                                                360           4640.44           640000.00          637768.70
NATIONAL CITY                                                   360           1036.85           143000.00          142194.39
NATIONAL CITY                                                   360            694.92            97000.00           96439.76
NATIONAL CITY                                                   360           1761.04           240000.00          238849.93
NATIONAL CITY                                                   360            666.26            90800.00           90301.07
NATIONAL CITY                                                   360           1751.22           271200.00          271156.28
NATIONAL CITY                                                   360           1003.44           130500.00          129847.50
NATIONAL CITY                                                   360           1128.35           157500.00          156706.63
NATIONAL CITY                                                   360            2494.8           336000.00          334413.75
NATIONAL CITY                                                   360            675.07            92000.00           91494.42
NATIONAL CITY                                                   360            249.32            34800.00           34253.50
NATIONAL CITY                                                   360           1783.65           252000.00          250507.92
NATIONAL CITY                                                   360           1095.93           147600.00          146808.99
NATIONAL CITY                                                   360            543.56            74077.00           73669.90
NATIONAL CITY                                                   360             439.5            58500.00           58194.21
NATIONAL CITY                                                   360            965.25           130000.00          129392.47
NATIONAL CITY                                                   360            418.01            57650.00           57325.17
NATIONAL CITY                                                   360            338.51            47250.00           46977.07
NATIONAL CITY                                                   360            763.12           104000.00          103501.61
NATIONAL CITY                                                   360            939.22           128000.00          127386.62
NATIONAL CITY                                                   360            249.43            34400.00           34230.93
NATIONAL CITY                                                   360           2610.25           360000.00          357971.86
NATIONAL CITY                                                   360            326.29            45000.00           44778.83
NATIONAL CITY                                                   360            850.22           129600.00          129557.47
NATIONAL CITY                                                   360            271.91            37500.00           37280.02
NATIONAL CITY                                                   360            487.17            68000.00           67657.40
NATIONAL CITY                                                   360            363.95            49600.00           49362.30





SERVICER_NAME                                   CURRENT_                    SERV_FEE           MSERV           TR_FEE         LPMI
                                                GROSS_COUPON
--------------------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                                         7.750              0.250           0.000          0.020        0.000
BANK OF AMERICA MORTGAGE                                         7.750              0.250           0.000          0.020        0.000
BANK OF AMERICA MORTGAGE                                         7.625              0.250           0.000          0.020        0.000
BANK OF AMERICA MORTGAGE                                         7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.120
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.450
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        1.530
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.620
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.600
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.200
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.170
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.550
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.140
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.370
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        1.160
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.760
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    10.250              0.250           0.000          0.020        0.520
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.560
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.620
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.520
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.200
EMC MORTGAGE                                                    11.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.250
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    11.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.360
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.600
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    11.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        1.380
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.125              0.250           0.000          0.020        0.740
EMC MORTGAGE                                                     9.625              0.250           0.000          0.020        0.500
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.760
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.490
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.930
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.125              0.250           0.000          0.020        1.350
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.160
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.310
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.170
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.120
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.200
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.400
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.560
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.620
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.210
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        1.530
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.810
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        1.350
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.520
EMC MORTGAGE                                                    10.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.360
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.500              0.250           0.000          0.020        0.630
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.380
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.440
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.630
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.440
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    11.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        1.350
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.800              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.825              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.560
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        1.070
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.000              0.250           0.000          0.020        0.430
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    10.000              0.250           0.000          0.020        1.010
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.500              0.250           0.000          0.020        1.070
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.625              0.250           0.000          0.020        0.900
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.700
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.280
EMC MORTGAGE                                                    10.250              0.250           0.000          0.020        1.120
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.420
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.999              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.760
EMC MORTGAGE                                                     9.000              0.250           0.000          0.020        0.920
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.875              0.250           0.000          0.020        0.960
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.875              0.250           0.000          0.020        0.970
EMC MORTGAGE                                                     9.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.975              0.250           0.000          0.020        0.450
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.999              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                    10.125              0.250           0.000          0.020        0.640
EMC MORTGAGE                                                     9.470              0.250           0.000          0.020        0.690
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.875              0.250           0.000          0.020        0.660
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.125              0.250           0.000          0.020        0.900
EMC MORTGAGE                                                    10.000              0.250           0.000          0.020        1.660
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        1.380
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.240
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.875              0.250           0.000          0.020        1.150
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.650              0.250           0.000          0.020        0.870
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.775              0.250           0.000          0.020        0.840
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.375              0.250           0.000          0.020        0.250
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.540
EMC MORTGAGE                                                     8.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.500
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.800
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.875              0.250           0.000          0.020        1.200
EMC MORTGAGE                                                     9.375              0.250           0.000          0.020        1.660
EMC MORTGAGE                                                     5.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.875              0.250           0.000          0.020        0.960
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.999              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.999              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.675              0.250           0.000          0.020        1.080
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.920
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.290
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.670
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     9.250              0.250           0.000          0.020        0.850
EMC MORTGAGE                                                     8.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     5.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.000              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.250              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.875              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     6.750              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.125              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.625              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.375              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     7.500              0.250           0.000          0.020        0.000
EMC MORTGAGE                                                     8.250              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.875              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.625              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.750              0.250           0.000          0.020        0.000
GREENPOINT                                                       8.000              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.875              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.750              0.250           0.000          0.020        0.000
GREENPOINT                                                       8.000              0.250           0.000          0.020        0.000
GREENPOINT                                                       7.750              0.250           0.000          0.020        0.000
GREENPOINT                                                       8.625              0.250           0.000          0.020        0.000
MID AMERICA BANK                                                 7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.500              0.250           0.000          0.020        0.628
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.125              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.625              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.125              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.250              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.125              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.875              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    7.750              0.250           0.000          0.020        0.000
NATIONAL CITY                                                    8.000              0.250           0.000          0.020        0.000




SERVICER_NAME                                   TOTAL_STRIP            CURRENT_               STATED_             CALC_
                                                                       NET_COUPON             REM_TERM            REM
----------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                                    0.270                  7.480                 354            354
BANK OF AMERICA MORTGAGE                                    0.270                  7.480                 353            353
BANK OF AMERICA MORTGAGE                                    0.270                  7.355                 353            353
BANK OF AMERICA MORTGAGE                                    0.270                  7.355                 351            351
EMC MORTGAGE                                                0.270                  4.855                 177            177
EMC MORTGAGE                                                0.270                  6.605                 356            356
EMC MORTGAGE                                                0.270                  5.980                 354            355
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  5.855                 176            176
EMC MORTGAGE                                                0.270                  6.480                 351            351
EMC MORTGAGE                                                0.270                  7.605                 356            356
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  7.105                 353            353
EMC MORTGAGE                                                0.270                  6.230                 236            236
EMC MORTGAGE                                                0.270                  5.605                 356            356
EMC MORTGAGE                                                0.270                  5.980                 356            356
EMC MORTGAGE                                                0.270                  7.105                 357            356
EMC MORTGAGE                                                0.270                  7.105                 355            355
EMC MORTGAGE                                                0.270                  6.605                 175            175
EMC MORTGAGE                                                0.270                  6.480                 175            173
EMC MORTGAGE                                                0.270                  6.230                 356            356
EMC MORTGAGE                                                0.270                  6.605                 175            175
EMC MORTGAGE                                                0.270                  6.230                 175            175
EMC MORTGAGE                                                0.270                  6.355                 355            355
EMC MORTGAGE                                                0.270                  6.855                 352            352
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  6.355                 354            354
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  6.230                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            353
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  7.355                 355            355
EMC MORTGAGE                                                0.270                  5.980                 174            174
EMC MORTGAGE                                                0.270                  6.730                 354            353
EMC MORTGAGE                                                0.270                  6.230                 355            355
EMC MORTGAGE                                                0.270                  5.855                 174            174
EMC MORTGAGE                                                0.270                  6.355                 355            353
EMC MORTGAGE                                                0.270                  5.980                 175            175
EMC MORTGAGE                                                0.270                  7.105                 355            355
EMC MORTGAGE                                                0.270                  7.355                 355            355
EMC MORTGAGE                                                0.270                  5.980                 175            174
EMC MORTGAGE                                                0.270                  7.105                 355            355
EMC MORTGAGE                                                0.270                  5.855                 175            175
EMC MORTGAGE                                                0.270                  6.730                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  7.105                 355            355
EMC MORTGAGE                                                0.270                  6.605                 356            356
EMC MORTGAGE                                                0.270                  6.730                 356            356
EMC MORTGAGE                                                0.270                  6.480                 356            356
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  6.480                 356            356
EMC MORTGAGE                                                0.270                  7.105                 356            356
EMC MORTGAGE                                                0.270                  6.980                 356            356
EMC MORTGAGE                                                0.270                  7.230                 356            356
EMC MORTGAGE                                                0.270                  6.730                 356            356
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.105                 360            360
EMC MORTGAGE                                                0.390                  7.360                 176            176
EMC MORTGAGE                                                0.270                  5.980                 357            436
EMC MORTGAGE                                                0.270                  5.980                 359            359
EMC MORTGAGE                                                0.270                  6.230                 357            353
EMC MORTGAGE                                                0.270                  5.730                 238            238
EMC MORTGAGE                                                0.270                  7.230                 358            478
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.480                 359            359
EMC MORTGAGE                                                0.270                  6.105                 359            359
EMC MORTGAGE                                                0.270                  6.480                 298            298
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.720                  7.655                 356            476
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                1.800                  6.700                 358            358
EMC MORTGAGE                                                0.890                  6.360                 357            357
EMC MORTGAGE                                                0.870                  5.755                 359            359
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  8.105                 354            354
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            478
EMC MORTGAGE                                                0.270                  6.230                 116            116
EMC MORTGAGE                                                0.470                  7.905                 358            346
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            477
EMC MORTGAGE                                                0.270                  7.480                 357            477
EMC MORTGAGE                                                0.270                  5.605                 357            477
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            477
EMC MORTGAGE                                                0.270                  6.855                 357            357
EMC MORTGAGE                                                0.270                  5.355                 357            477
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.730                 237            237
EMC MORTGAGE                                                0.270                  5.605                 177            176
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  6.605                 357            477
EMC MORTGAGE                                                0.270                  6.230                 357            477
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.440                  6.560                 358            358
EMC MORTGAGE                                                0.270                  6.730                 359            479
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  6.230                 359            359
EMC MORTGAGE                                                0.820                  6.680                 358            358
EMC MORTGAGE                                                0.410                  7.215                 359            479
EMC MORTGAGE                                                0.640                  6.485                 359            479
EMC MORTGAGE                                                0.270                  6.605                 359            479
EMC MORTGAGE                                                0.270                  6.980                 360            360
EMC MORTGAGE                                                0.270                  7.480                 355            475
EMC MORTGAGE                                                0.270                  6.980                 357            477
EMC MORTGAGE                                                1.430                  6.445                 357            357
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  7.605                 358            358
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  5.605                 117            110
EMC MORTGAGE                                                0.270                  6.980                 357            477
EMC MORTGAGE                                                0.270                  5.980                 357            357
EMC MORTGAGE                                                1.030                  6.970                 356            476
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.790                  9.460                 357            357
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            477
EMC MORTGAGE                                                0.830                  7.545                 357            357
EMC MORTGAGE                                                0.890                  7.485                 357            357
EMC MORTGAGE                                                0.790                  7.835                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            460
EMC MORTGAGE                                                0.470                  7.280                 359            479
EMC MORTGAGE                                                0.270                 10.730                 356            356
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  8.105                 355            355
EMC MORTGAGE                                                0.270                  6.855                 359            359
EMC MORTGAGE                                                0.520                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.355                 359            359
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.855                 357            357
EMC MORTGAGE                                                0.270                 11.605                 357            357
EMC MORTGAGE                                                0.270                  5.605                 357            357
EMC MORTGAGE                                                0.270                  6.730                 359            479
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  8.480                 356            356
EMC MORTGAGE                                                0.270                  5.355                 356            353
EMC MORTGAGE                                                0.270                  6.230                 359            359
EMC MORTGAGE                                                0.270                  8.105                 359            359
EMC MORTGAGE                                                0.630                  6.245                 356            476
EMC MORTGAGE                                                0.870                  6.005                 359            359
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                 10.855                 355            355
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                1.650                  6.850                 357            357
EMC MORTGAGE                                                0.270                  6.980                 359            479
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  8.355                 355            355
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                1.010                  8.115                 359            359
EMC MORTGAGE                                                0.770                  8.855                 356            356
EMC MORTGAGE                                                1.030                  7.220                 358            358
EMC MORTGAGE                                                0.270                  8.230                 357            478
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  6.605                 358            478
EMC MORTGAGE                                                0.270                  7.730                 357            357
EMC MORTGAGE                                                0.270                  7.980                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  6.230                 359            479
EMC MORTGAGE                                                0.270                  6.355                 359            359
EMC MORTGAGE                                                0.270                  7.355                 354            474
EMC MORTGAGE                                                0.760                  7.615                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            477
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.605                 358            478
EMC MORTGAGE                                                0.270                  8.605                 359            359
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  8.480                 357            477
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                1.200                  7.050                 357            357
EMC MORTGAGE                                                0.270                  5.605                 359            359
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  6.605                 358            478
EMC MORTGAGE                                                0.270                  6.730                 359            359
EMC MORTGAGE                                                0.270                  5.605                 357            357
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.105                 359            359
EMC MORTGAGE                                                0.270                  9.605                 357            357
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                1.620                  7.505                 357            356
EMC MORTGAGE                                                0.430                  5.945                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            478
EMC MORTGAGE                                                0.270                  9.230                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            477
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  5.605                 358            478
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  5.980                 358            478
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.580                  6.920                 359            359
EMC MORTGAGE                                                0.440                  7.060                 359            479
EMC MORTGAGE                                                0.270                  6.480                 358            478
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.855                 359            479
EMC MORTGAGE                                                0.390                  7.485                 359            359
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  7.730                 359            359
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  6.105                 359            479
EMC MORTGAGE                                                0.270                  6.605                 357            477
EMC MORTGAGE                                                0.470                  6.780                 358            478
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  7.605                 359            344
EMC MORTGAGE                                                0.670                  6.580                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            478
EMC MORTGAGE                                                0.270                  8.480                 355            355
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            477
EMC MORTGAGE                                                0.270                  7.980                 356            476
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  6.480                 180            180
EMC MORTGAGE                                                0.270                  6.105                 178            178
EMC MORTGAGE                                                0.270                  7.480                 178            178
EMC MORTGAGE                                                0.270                  5.855                 177            177
EMC MORTGAGE                                                0.270                  6.480                 177            177
EMC MORTGAGE                                                0.270                  6.230                 177            177
EMC MORTGAGE                                                0.270                  5.230                 177            177
EMC MORTGAGE                                                0.270                  6.355                 177            177
EMC MORTGAGE                                                0.270                  6.980                 115            115
EMC MORTGAGE                                                0.270                  6.855                 357            357
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  7.230                 357            477
EMC MORTGAGE                                                0.830                  7.420                 356            356
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.890                  7.110                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.105                 359            359
EMC MORTGAGE                                                0.270                  8.355                 359            359
EMC MORTGAGE                                                0.270                  6.230                 357            356
EMC MORTGAGE                                                0.480                  6.395                 358            358
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.855                 359            479
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.355                 358            478
EMC MORTGAGE                                                0.270                  6.480                 357            477
EMC MORTGAGE                                                1.800                  5.950                 358            358
EMC MORTGAGE                                                1.080                  6.420                 357            357
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  5.355                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            477
EMC MORTGAGE                                                0.270                  6.480                 357            358
EMC MORTGAGE                                                0.270                  6.855                 360            353
EMC MORTGAGE                                                1.620                  6.380                 357            357
EMC MORTGAGE                                                0.270                  7.355                 360            360
EMC MORTGAGE                                                0.270                  6.605                 360            480
EMC MORTGAGE                                                0.790                  7.460                 360            360
EMC MORTGAGE                                                0.270                  9.855                 360            360
EMC MORTGAGE                                                0.630                  7.120                 360            480
EMC MORTGAGE                                                0.270                  7.605                 360            360
EMC MORTGAGE                                                0.270                  6.605                 360            360
EMC MORTGAGE                                                0.270                  7.230                 360            480
EMC MORTGAGE                                                0.270                  6.730                 360            360
EMC MORTGAGE                                                0.900                  8.600                 360            360
EMC MORTGAGE                                                0.270                  6.980                 180            180
EMC MORTGAGE                                                0.270                  7.605                 360            360
EMC MORTGAGE                                                0.270                  7.480                 360            360
EMC MORTGAGE                                                0.270                  6.355                 360            480
EMC MORTGAGE                                                0.270                  7.230                 360            360
EMC MORTGAGE                                                0.270                  6.980                 360            360
EMC MORTGAGE                                                0.270                  5.855                 360            480
EMC MORTGAGE                                                0.650                  6.975                 360            360
EMC MORTGAGE                                                0.270                  6.605                 180            180
EMC MORTGAGE                                                0.270                  6.355                 360            360
EMC MORTGAGE                                                0.270                  7.105                 360            480
EMC MORTGAGE                                                0.270                  7.105                 360            360
EMC MORTGAGE                                                0.270                  7.605                 360            480
EMC MORTGAGE                                                0.270                  7.855                 360            480
EMC MORTGAGE                                                0.270                  8.105                 360            360
EMC MORTGAGE                                                0.270                  6.730                 360            480
EMC MORTGAGE                                                0.270                  7.730                 360            360
EMC MORTGAGE                                                0.270                  6.605                 360            360
EMC MORTGAGE                                                0.270                  7.605                 360            360
EMC MORTGAGE                                                0.710                  8.040                 360            360
EMC MORTGAGE                                                0.900                  6.850                 358            358
EMC MORTGAGE                                                0.270                  7.230                 358            478
EMC MORTGAGE                                                0.710                  7.165                 358            478
EMC MORTGAGE                                                0.270                  7.230                 357            477
EMC MORTGAGE                                                0.270                 11.605                 357            357
EMC MORTGAGE                                                0.270                  7.855                 355            355
EMC MORTGAGE                                                1.620                  6.005                 357            357
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  7.730                 357            357
EMC MORTGAGE                                                0.270                  8.980                 357            477
EMC MORTGAGE                                                0.270                  7.605                 356            356
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  6.480                 359            479
EMC MORTGAGE                                                0.270                  6.605                 354            354
EMC MORTGAGE                                                0.270                  9.530                 354            354
EMC MORTGAGE                                                0.270                  5.355                 174            174
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  5.855                 178            178
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  5.480                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  5.605                 358            358
EMC MORTGAGE                                                0.270                  7.355                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            349
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            350
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.555                 354            354
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  7.855                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  5.730                 358            358
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  5.480                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  5.480                 358            358
EMC MORTGAGE                                                0.270                  7.355                 358            358
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  5.855                 358            358
EMC MORTGAGE                                                0.270                  5.980                 178            178
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  5.855                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  5.730                 358            358
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  5.855                 177            177
EMC MORTGAGE                                                0.270                  6.480                 357            478
EMC MORTGAGE                                                0.270                  7.105                 177            177
EMC MORTGAGE                                                0.270                  5.980                 357            477
EMC MORTGAGE                                                0.830                  7.670                 355            355
EMC MORTGAGE                                                0.270                  8.355                 357            357
EMC MORTGAGE                                                0.270                  6.105                 352            352
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                1.340                  7.910                 354            354
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  8.230                 356            356
EMC MORTGAGE                                                0.270                  7.605                 354            354
EMC MORTGAGE                                                0.270                  6.230                 356            356
EMC MORTGAGE                                                0.270                  8.355                 355            355
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.700                  8.300                 355            355
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.355                 354            355
EMC MORTGAGE                                                1.280                  8.720                 356            356
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  8.480                 356            356
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  6.480                 356            356
EMC MORTGAGE                                                0.270                  7.730                 356            356
EMC MORTGAGE                                                0.270                  5.855                 357            357
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                1.340                  8.160                 354            355
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  8.480                 355            356
EMC MORTGAGE                                                0.270                  7.730                 356            356
EMC MORTGAGE                                                0.270                  7.855                 354            354
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                0.270                  7.480                 359            359
EMC MORTGAGE                                                0.270                  6.980                 356            352
EMC MORTGAGE                                                0.270                  7.855                 358            358
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  8.855                 355            355
EMC MORTGAGE                                                1.170                  8.455                 356            339
EMC MORTGAGE                                                0.270                  6.230                 355            355
EMC MORTGAGE                                                0.970                  7.530                 353            353
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.550                  7.450                 354            475
EMC MORTGAGE                                                1.390                  8.860                 354            355
EMC MORTGAGE                                                0.270                  7.105                 353            353
EMC MORTGAGE                                                0.270                  6.480                 354            347
EMC MORTGAGE                                                0.690                  6.435                 355            355
EMC MORTGAGE                                                0.270                  7.480                 356            356
EMC MORTGAGE                                                0.270                  7.230                 176            176
EMC MORTGAGE                                                0.270                  8.355                 355            355
EMC MORTGAGE                                                0.270                  6.230                 355            463
EMC MORTGAGE                                                0.270                  7.980                 354            354
EMC MORTGAGE                                                0.270                  6.605                 356            356
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  7.980                 354            474
EMC MORTGAGE                                                0.270                  7.230                 357            356
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  5.855                 352            352
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  7.480                 356            356
EMC MORTGAGE                                                0.270                  6.980                 357            477
EMC MORTGAGE                                                0.270                  6.355                 357            477
EMC MORTGAGE                                                0.270                  5.605                 179            179
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.729                 357            357
EMC MORTGAGE                                                0.270                  5.605                 177            177
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.230                 177            177
EMC MORTGAGE                                                0.270                  5.230                 356            356
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            477
EMC MORTGAGE                                                0.270                  7.355                 358            358
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.605                 355            476
EMC MORTGAGE                                                0.270                  6.480                 359            359
EMC MORTGAGE                                                0.270                  7.855                 358            358
EMC MORTGAGE                                                0.270                  7.230                 359            359
EMC MORTGAGE                                                0.270                  5.730                 356            356
EMC MORTGAGE                                                0.270                  8.105                 356            356
EMC MORTGAGE                                                0.270                  8.980                 359            360
EMC MORTGAGE                                                0.270                  6.355                 173            173
EMC MORTGAGE                                                0.270                  5.730                 175            164
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  5.855                 358            358
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  7.105                 355            355
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.355                 350            350
EMC MORTGAGE                                                0.270                  6.605                 356            356
EMC MORTGAGE                                                1.030                  7.470                 175            175
EMC MORTGAGE                                                1.190                  7.810                 350            350
EMC MORTGAGE                                                0.270                  5.855                 357            357
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  7.355                 358            358
EMC MORTGAGE                                                0.270                  7.480                 355            356
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  7.480                 354            354
EMC MORTGAGE                                                0.270                  7.480                 351            351
EMC MORTGAGE                                                0.270                  6.105                 357            358
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                1.230                  7.645                 353            353
EMC MORTGAGE                                                0.270                  7.355                 355            355
EMC MORTGAGE                                                0.270                  5.980                 357            357
EMC MORTGAGE                                                0.270                  7.980                 352            352
EMC MORTGAGE                                                0.270                  7.605                 358            358
EMC MORTGAGE                                                1.240                  8.635                 354            355
EMC MORTGAGE                                                0.270                  8.730                 354            353
EMC MORTGAGE                                                0.270                  7.605                 355            355
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  7.730                 359            359
EMC MORTGAGE                                                0.270                  8.480                 354            354
EMC MORTGAGE                                                0.270                  7.980                 358            358
EMC MORTGAGE                                                0.270                  8.980                 356            356
EMC MORTGAGE                                                0.270                  8.980                 356            356
EMC MORTGAGE                                                0.270                  6.605                 360            360
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.720                  8.255                 353            353
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.729                 359            359
EMC MORTGAGE                                                0.270                  5.855                 357            357
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  7.980                 356            356
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  5.855                 358            358
EMC MORTGAGE                                                0.270                  7.855                 356            356
EMC MORTGAGE                                                0.270                  5.730                 357            357
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  8.230                 357            357
EMC MORTGAGE                                                0.270                  5.730                 357            357
EMC MORTGAGE                                                0.270                  7.605                 351            351
EMC MORTGAGE                                                0.910                  9.215                 355            355
EMC MORTGAGE                                                0.960                  8.510                 356            356
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.980                 356            356
EMC MORTGAGE                                                0.930                  7.945                 354            203
EMC MORTGAGE                                                0.270                  7.480                 352            352
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                1.170                  7.955                 356            357
EMC MORTGAGE                                                1.930                  8.070                 352            352
EMC MORTGAGE                                                0.270                  5.980                 357            357
EMC MORTGAGE                                                0.270                  7.730                 356            357
EMC MORTGAGE                                                0.270                  6.105                 357            349
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                1.650                  5.350                 357            357
EMC MORTGAGE                                                0.510                  7.365                 355            355
EMC MORTGAGE                                                0.270                  7.855                 359            359
EMC MORTGAGE                                                0.270                  8.480                 355            355
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  7.730                 358            358
EMC MORTGAGE                                                0.270                  7.855                 359            359
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  5.730                 357            353
EMC MORTGAGE                                                0.270                  6.230                 356            356
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  7.480                 356            356
EMC MORTGAGE                                                0.270                  6.855                 358            358
EMC MORTGAGE                                                0.270                  7.980                 358            358
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                1.420                  7.455                 354            355
EMC MORTGAGE                                                0.270                  8.230                 355            355
EMC MORTGAGE                                                1.140                  8.510                 351            331
EMC MORTGAGE                                                0.270                  7.730                 354            354
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                1.110                  7.665                 351            351
EMC MORTGAGE                                                0.270                  7.605                 356            356
EMC MORTGAGE                                                0.270                  6.480                 356            356
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  8.480                 355            356
EMC MORTGAGE                                                0.270                  7.605                 356            356
EMC MORTGAGE                                                0.270                  5.730                 358            358
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.480                 358            478
EMC MORTGAGE                                                0.270                  6.105                 355            475
EMC MORTGAGE                                                0.520                  8.855                 356            476
EMC MORTGAGE                                                0.810                  6.815                 357            477
EMC MORTGAGE                                                0.270                  8.480                 354            475
EMC MORTGAGE                                                0.270                  8.355                 356            356
EMC MORTGAGE                                                0.270                  7.730                 354            354
EMC MORTGAGE                                                0.270                  6.980                 360            360
EMC MORTGAGE                                                0.270                  5.855                 357            357
EMC MORTGAGE                                                0.270                  5.730                 357            357
EMC MORTGAGE                                                0.270                  7.605                 359            359
EMC MORTGAGE                                                0.270                  7.980                 359            359
EMC MORTGAGE                                                0.270                  8.355                 354            354
EMC MORTGAGE                                                0.770                  7.730                 353            353
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  7.605                 358            358
EMC MORTGAGE                                                1.070                  7.555                 354            355
EMC MORTGAGE                                                0.270                  6.980                 356            356
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  7.730                 346            346
EMC MORTGAGE                                                1.470                  7.405                 353            354
EMC MORTGAGE                                                1.930                  7.445                 354            354
EMC MORTGAGE                                                0.270                  5.230                 357            357
EMC MORTGAGE                                                0.270                  8.730                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  5.855                 357            357
EMC MORTGAGE                                                0.270                  8.355                 357            357
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  7.105                 356            357
EMC MORTGAGE                                                0.270                  8.105                 353            354
EMC MORTGAGE                                                0.270                  8.230                 356            356
EMC MORTGAGE                                                1.230                  8.645                 354            354
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                0.270                  6.230                 350            350
EMC MORTGAGE                                                0.270                  6.980                 360            360
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.729                 360            360
EMC MORTGAGE                                                0.270                  8.355                 355            355
EMC MORTGAGE                                                0.270                  6.730                 360            360
EMC MORTGAGE                                                0.270                  7.605                 360            360
EMC MORTGAGE                                                0.270                  7.730                 360            360
EMC MORTGAGE                                                0.270                  6.605                 360            360
EMC MORTGAGE                                                0.270                  7.355                 360            360
EMC MORTGAGE                                                0.270                  7.230                 360            360
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  7.730                 355            355
EMC MORTGAGE                                                0.270                  7.605                 355            355
EMC MORTGAGE                                                0.270                  7.480                 356            356
EMC MORTGAGE                                                0.270                  7.105                 359            359
EMC MORTGAGE                                                0.270                  7.980                 354            238
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  7.729                 359            359
EMC MORTGAGE                                                1.350                  8.325                 351            351
EMC MORTGAGE                                                1.190                  7.435                 353            353
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  6.355                 359            359
EMC MORTGAGE                                                0.270                  6.605                 359            359
EMC MORTGAGE                                                0.270                  7.980                 355            355
EMC MORTGAGE                                                0.270                  6.355                 359            359
EMC MORTGAGE                                                0.270                  7.980                 355            355
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  7.855                 359            359
EMC MORTGAGE                                                0.270                  6.355                 174            174
EMC MORTGAGE                                                0.270                  7.355                 354            354
EMC MORTGAGE                                                0.270                  7.855                 356            343
EMC MORTGAGE                                                0.270                  7.355                 356            357
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  7.730                 358            358
EMC MORTGAGE                                                0.270                  5.605                 356            356
EMC MORTGAGE                                                0.270                  7.605                 358            358
EMC MORTGAGE                                                0.270                  7.480                 356            356
EMC MORTGAGE                                                0.270                  6.730                 356            356
EMC MORTGAGE                                                0.270                  6.480                 359            479
EMC MORTGAGE                                                0.270                  6.230                 341            335
EMC MORTGAGE                                                0.270                  7.730                 170            170
EMC MORTGAGE                                                0.560                  6.440                 170            170
EMC MORTGAGE                                                0.940                  7.185                 359            479
EMC MORTGAGE                                                0.270                  7.230                 175            175
EMC MORTGAGE                                                0.270                  6.230                 357            477
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.355                 358            478
EMC MORTGAGE                                                0.270                  7.105                 358            479
EMC MORTGAGE                                                0.270                  7.605                 359            479
EMC MORTGAGE                                                0.270                  6.980                 177            177
EMC MORTGAGE                                                0.270                  6.980                 177            177
EMC MORTGAGE                                                0.270                  6.230                 175            175
EMC MORTGAGE                                                0.270                  7.980                 174            173
EMC MORTGAGE                                                0.270                  8.980                 174            174
EMC MORTGAGE                                                1.120                  8.130                 353            353
EMC MORTGAGE                                                0.270                  8.355                 355            355
EMC MORTGAGE                                                0.270                  8.230                 355            355
EMC MORTGAGE                                                0.270                  7.605                 357            357
EMC MORTGAGE                                                0.270                  6.855                 356            476
EMC MORTGAGE                                                0.270                  7.855                 356            356
EMC MORTGAGE                                                0.270                  6.355                 356            356
EMC MORTGAGE                                                0.270                  7.605                 350            350
EMC MORTGAGE                                                0.270                  7.355                 169            169
EMC MORTGAGE                                                0.270                  6.605                 352            352
EMC MORTGAGE                                                0.270                  6.480                 352            352
EMC MORTGAGE                                                0.270                  6.480                 352            352
EMC MORTGAGE                                                0.270                  7.355                 353            353
EMC MORTGAGE                                                0.270                  7.855                 358            358
EMC MORTGAGE                                                0.270                  7.355                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  6.855                 357            357
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            354
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.230                 357            357
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  7.480                 357            358
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  5.980                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  6.980                 357            357
EMC MORTGAGE                                                0.270                  6.105                 357            357
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  5.605                 358            358
EMC MORTGAGE                                                0.270                  7.480                 357            357
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  5.605                 358            478
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  5.980                 357            356
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  5.230                 358            358
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  6.730                 357            357
EMC MORTGAGE                                                0.270                  6.230                 358            478
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  5.605                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.230                 357            357
EMC MORTGAGE                                                0.270                  6.730                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  5.605                 356            356
EMC MORTGAGE                                                0.270                  5.980                 358            358
EMC MORTGAGE                                                0.270                  7.105                 357            357
EMC MORTGAGE                                                0.270                  6.355                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  6.105                 358            358
EMC MORTGAGE                                                0.270                  6.230                 358            358
EMC MORTGAGE                                                0.270                  7.480                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  7.230                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  7.105                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.980                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.605                 358            358
EMC MORTGAGE                                                0.270                  6.480                 358            358
EMC MORTGAGE                                                0.270                  6.355                 357            357
EMC MORTGAGE                                                0.270                  6.480                 357            357
EMC MORTGAGE                                                0.270                  6.605                 357            357
EMC MORTGAGE                                                0.270                  6.480                 358            351
EMC MORTGAGE                                                0.270                  6.855                 355            355
EMC MORTGAGE                                                0.270                  7.605                 355            355
EMC MORTGAGE                                                0.270                  6.105                 355            355
EMC MORTGAGE                                                0.270                  6.730                 355            355
EMC MORTGAGE                                                0.270                  7.105                 175            175
EMC MORTGAGE                                                0.270                  6.230                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  6.230                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  7.855                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  7.480                 355            355
EMC MORTGAGE                                                0.270                  6.855                 355            355
EMC MORTGAGE                                                0.270                  7.980                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  6.855                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  7.980                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  7.980                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  6.980                 355            355
EMC MORTGAGE                                                0.270                  7.355                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  7.355                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  7.230                 355            355
EMC MORTGAGE                                                0.270                  6.605                 355            355
EMC MORTGAGE                                                0.270                  6.480                 355            355
EMC MORTGAGE                                                0.270                  6.855                 342            342
EMC MORTGAGE                                                0.270                  6.855                 352            352
EMC MORTGAGE                                                0.270                  7.355                 349            349
EMC MORTGAGE                                                0.270                  7.355                 351            351
EMC MORTGAGE                                                0.270                  7.230                 352            352
EMC MORTGAGE                                                0.270                  7.105                 352            352
EMC MORTGAGE                                                0.270                  8.230                 353            353
EMC MORTGAGE                                                0.270                  7.230                 352            352
EMC MORTGAGE                                                0.270                  7.980                 351            351
GREENPOINT                                                  0.270                  7.605                 166            347
GREENPOINT                                                  0.270                  7.355                 168            349
GREENPOINT                                                  0.270                  7.480                 168            349
GREENPOINT                                                  0.270                  7.730                 168            349
GREENPOINT                                                  0.270                  7.605                 167            348
GREENPOINT                                                  0.270                  7.480                 168            349
GREENPOINT                                                  0.270                  7.730                 168            348
GREENPOINT                                                  0.270                  7.480                 167            345
GREENPOINT                                                  0.270                  8.355                 167            348
MID AMERICA BANK                                            0.270                  7.605                 355            355
NATIONAL CITY                                               0.270                  7.605                 352            352
NATIONAL CITY                                               0.270                  7.480                 352            352
NATIONAL CITY                                               0.270                  7.730                 353            353
NATIONAL CITY                                               0.270                  7.730                 352            352
NATIONAL CITY                                               0.270                  7.480                 352            352
NATIONAL CITY                                               0.898                  7.602                 352            352
NATIONAL CITY                                               0.270                  7.480                 353            353
NATIONAL CITY                                               0.270                  7.855                 353            353
NATIONAL CITY                                               0.270                  7.730                 352            352
NATIONAL CITY                                               0.270                  7.480                 352            340
NATIONAL CITY                                               0.270                  7.355                 352            352
NATIONAL CITY                                               0.270                  7.855                 352            352
NATIONAL CITY                                               0.270                  7.730                 352            352
NATIONAL CITY                                               0.270                  7.980                 352            352
NATIONAL CITY                                               0.270                  7.855                 353            353
NATIONAL CITY                                               0.270                  7.605                 352            352
NATIONAL CITY                                               0.270                  7.480                 352            352
NATIONAL CITY                                               0.270                  7.730                 353            353
NATIONAL CITY                                               0.270                  7.730                 353            353
NATIONAL CITY                                               0.270                  7.605                 353            353
NATIONAL CITY                                               0.270                  7.605                 352            352
NATIONAL CITY                                               0.270                  7.605                 353            353
NATIONAL CITY                                               0.270                  7.605                 352            352
NATIONAL CITY                                               0.270                  7.605                 352            352
NATIONAL CITY                                               0.270                  7.480                 353            353
NATIONAL CITY                                               0.270                  7.730                 353            353






SERVICER_NAME                                   BALLOON           PROPTYPE                     UNITS        PREPAY           PP_DESC
------------------------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                        No                2-4 Family                         2      No               NO PP
BANK OF AMERICA MORTGAGE                        No                Single Family                      1      No               NO PP
BANK OF AMERICA MORTGAGE                        No                Single Family                      1      No               NO PP
BANK OF AMERICA MORTGAGE                        No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Hi-Rise Condo                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Hi-Rise Condo                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Townhouse                          1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              2Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              4M PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Townhouse                          1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Townhouse                          1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              4M PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              1Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              1Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    Yes               Condominium                        1      Yes              4M PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    Yes               2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Townhouse                          1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              1Y PP
EMC MORTGAGE                                    No                Townhouse                          1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         4      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              2Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              4M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               2-4 Family                         2      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              1Y PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Townhouse                          1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Hi-Rise Condo                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              1Y PP
EMC MORTGAGE                                    Yes               Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Townhouse                          1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         4      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              5M PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         3      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    Yes               Townhouse                          1      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              6M PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                Townhouse                          1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    Yes               PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              6M PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               2-4 Family                         3      Yes              6M PP
EMC MORTGAGE                                    Yes               PUD                                1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      Yes              6M PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              2Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         4      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    Yes               Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         3      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              1Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                PUD                                1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                2-4 Family                         2      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      Yes              3Y PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Condominium                        1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
EMC MORTGAGE                                    No                Single Family                      1      No               NO PP
GREENPOINT                                      Yes               2-4 Family                         2      No               NO PP
GREENPOINT                                      Yes               Condominium                        1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
GREENPOINT                                      Yes               Condominium                        1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
GREENPOINT                                      Yes               Single Family                      1      No               NO PP
MID AMERICA BANK                                No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         4      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         2      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         2      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                PUD                                1      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         2      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         4      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                PUD                                1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         2      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Condominium                        1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                2-4 Family                         2      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP
NATIONAL CITY                                   No                Single Family                      1      No               NO PP





SERVICER_NAME                                   LOAN_TO           MI                             MI_PCT         MI_CERT1
                                                _VALUE
-------------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                               79.37      No MI                                  0
BANK OF AMERICA MORTGAGE                               85.00      GE Capital MI                         12          3876997682
BANK OF AMERICA MORTGAGE                               85.00      United Guaranty                       12            11112449
BANK OF AMERICA MORTGAGE                               80.00      No MI                                  0
EMC MORTGAGE                                           54.19      No MI                                  0
EMC MORTGAGE                                           69.40      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.95      No MI                                  0
EMC MORTGAGE                                           87.14      PMI                                   25              740070
EMC MORTGAGE                                           10.15      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        25              724746
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24437319
EMC MORTGAGE                                           30.91      No MI                                  0
EMC MORTGAGE                                           69.05      No MI                                  0
EMC MORTGAGE                                           31.14      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           67.82      No MI                                  0
EMC MORTGAGE                                           70.27      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           51.90      No MI                                  0
EMC MORTGAGE                                           84.78      Republic MIC                           6           705353093
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           50.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           61.80      No MI                                  0
EMC MORTGAGE                                           61.25      No MI                                  0
EMC MORTGAGE                                           62.96      No MI                                  0
EMC MORTGAGE                                           62.10      No MI                                  0
EMC MORTGAGE                                           43.72      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           706553509
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           95.00      Republic MIC                          30           704353502
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           62.50      No MI                                  0
EMC MORTGAGE                                           74.07      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   12            66678954
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           61.11      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           708553193
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           71.98      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           77.24      No MI                                  0
EMC MORTGAGE                                           78.13      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           73.78      No MI                                  0
EMC MORTGAGE                                           43.86      No MI                                  0
EMC MORTGAGE                                           85.00      Radian Guaranty                       12            53194109
EMC MORTGAGE                                           46.96      No MI                                  0
EMC MORTGAGE                                           51.00      No MI                                  0
EMC MORTGAGE                                           52.62      No MI                                  0
EMC MORTGAGE                                           53.23      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           717652176
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           79.91      No MI                                  0
EMC MORTGAGE                                           75.71      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           58.49      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194183
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           86.11      Radian Guaranty                       25            53214217
EMC MORTGAGE                                           84.98      Radian Guaranty                       12            53208881
EMC MORTGAGE                                           94.57      PMI                                   30            98628975
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           54.85      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           77.00      No MI                                  0
EMC MORTGAGE                                           78.35      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           18.07      No MI                                  0
EMC MORTGAGE                                           89.16      Radian Guaranty                       25            53214252
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           70.83      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           64.58      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           78.00      No MI                                  0
EMC MORTGAGE                                           74.48      No MI                                  0
EMC MORTGAGE                                           53.88      No MI                                  0
EMC MORTGAGE                                           69.86      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           62.96      No MI                                  0
EMC MORTGAGE                                           50.00      No MI                                  0
EMC MORTGAGE                                           16.30      No MI                                  0
EMC MORTGAGE                                           59.52      No MI                                  0
EMC MORTGAGE                                           79.59      No MI                                  0
EMC MORTGAGE                                           78.99      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           53.64      No MI                                  0
EMC MORTGAGE                                           87.73      Radian Guaranty                       25            53214246
EMC MORTGAGE                                           88.11      Radian Guaranty                       25           718052166
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           94.86      Radian Guaranty                       30            53214244
EMC MORTGAGE                                           89.89      Radian Guaranty                       25            53214233
EMC MORTGAGE                                           90.00      PMI                                   25            98628924
EMC MORTGAGE                                           42.70      No MI                                  0
EMC MORTGAGE                                           26.42      No MI                                  0
EMC MORTGAGE                                           71.52      No MI                                  0
EMC MORTGAGE                                           75.63      No MI                                  0
EMC MORTGAGE                                           86.59      PMI                                   25            97882126
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           55.54      No MI                                  0
EMC MORTGAGE                                           63.43      No MI                                  0
EMC MORTGAGE                                           75.81      No MI                                  0
EMC MORTGAGE                                           64.94      No MI                                  0
EMC MORTGAGE                                           87.67      Radian Guaranty                       25            53194167
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            97881073
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208863
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208891
EMC MORTGAGE                                           82.09      Radian Guaranty                       12            53194177
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           88.00      Radian Guaranty                       25            53214196
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           51.92      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           719052092
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53214203
EMC MORTGAGE                                           58.91      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.30      No MI                                  0
EMC MORTGAGE                                           61.56      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           79.25      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           63.47      No MI                                  0
EMC MORTGAGE                                           79.31      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           88.75      Radian Guaranty                       25            53194110
EMC MORTGAGE                                           90.00      PMI                                   25            98628592
EMC MORTGAGE                                           77.29      No MI                                  0
EMC MORTGAGE                                           58.66      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.92      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25           715752031
EMC MORTGAGE                                           90.00      PMI                                   25            97880441
EMC MORTGAGE                                           84.52      Radian Guaranty                       12            99704050
EMC MORTGAGE                                           54.05      No MI                                  0
EMC MORTGAGE                                           75.71      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           89.50      Republic MIC                          25           708552092
EMC MORTGAGE                                           76.55      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53214167
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194176
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208942
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           715652084
EMC MORTGAGE                                           79.54      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           63.69      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.24      No MI                                  0
EMC MORTGAGE                                           69.63      No MI                                  0
EMC MORTGAGE                                           88.00      Radian Guaranty                       25            53214250
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           76.11      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           94.75      Radian Guaranty                       30            53208890
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.68      No MI                                  0
EMC MORTGAGE                                           78.40      No MI                                  0
EMC MORTGAGE                                           59.33      No MI                                  0
EMC MORTGAGE                                           60.77      No MI                                  0
EMC MORTGAGE                                           57.95      No MI                                  0
EMC MORTGAGE                                           76.14      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208932
EMC MORTGAGE                                           81.90      Radian Guaranty                       12            53214216
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            99685588
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           45.83      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           60.89      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53214192
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53214248
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           67.35      No MI                                  0
EMC MORTGAGE                                           37.88      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53214242
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           79.99      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           55.50      No MI                                  0
EMC MORTGAGE                                           84.80      Radian Guaranty                       12            99661533
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53214220
EMC MORTGAGE                                           90.00      Republic MIC                          25           713052074
EMC MORTGAGE                                           58.85      No MI                                  0
EMC MORTGAGE                                           89.57      Radian Guaranty                       25            53208911
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           73.44      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           36.59      No MI                                  0
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           43.29      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           55.05      No MI                                  0
EMC MORTGAGE                                           78.18      No MI                                  0
EMC MORTGAGE                                           74.50      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194081
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           93.94      Radian Guaranty                       30            53214181
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           57.58      No MI                                  0
EMC MORTGAGE                                           60.14      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           71.08      No MI                                  0
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53208946
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           82.52      Republic MIC                          12           720552054
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           54.05      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           88.29      Radian Guaranty                       25            53214218
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208878
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            99663032
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           72.58      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           68.18      No MI                                  0
EMC MORTGAGE                                           92.96      PMI                                   30           722652005
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208944
EMC MORTGAGE                                           78.97      No MI                                  0
EMC MORTGAGE                                           88.59      PMI                                   25
EMC MORTGAGE                                           90.00      PMI                                   25            98628533
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           94.94      PMI                                   30            98628801
EMC MORTGAGE                                           74.78      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           63.89      No MI                                  0
EMC MORTGAGE                                           87.30      PMI                                   25
EMC MORTGAGE                                           90.00      PMI                                   25            98628568
EMC MORTGAGE                                           28.83      No MI                                  0
EMC MORTGAGE                                           86.89      Radian Guaranty                       25            99725034
EMC MORTGAGE                                           41.33      No MI                                  0
EMC MORTGAGE                                           45.37      No MI                                  0
EMC MORTGAGE                                           79.14      No MI                                  0
EMC MORTGAGE                                           76.19      No MI                                  0
EMC MORTGAGE                                           76.80      No MI                                  0
EMC MORTGAGE                                           84.22      PMI                                   12            98628509
EMC MORTGAGE                                           18.57      No MI                                  0
EMC MORTGAGE                                           24.32      No MI                                  0
EMC MORTGAGE                                           34.42      No MI                                  0
EMC MORTGAGE                                           67.29      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25
EMC MORTGAGE                                           76.85      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           59.33      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            98628657
EMC MORTGAGE                                           85.00      Radian Guaranty                       25            53214173
EMC MORTGAGE                                           78.44      No MI                                  0
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53208956
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208901
EMC MORTGAGE                                           57.11      No MI                                  0
EMC MORTGAGE                                           77.94      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.60      No MI                                  0
EMC MORTGAGE                                           73.78      No MI                                  0
EMC MORTGAGE                                          100.00      Mortgage Guaranty In                  20            24499827
EMC MORTGAGE                                          100.00      No MI                                  0
EMC MORTGAGE                                           47.51      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        30              745332
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           63.49      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.93      No MI                                  0
EMC MORTGAGE                                           53.46      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        25              734277
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           24.67      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           25.64      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           56.32      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           52.10      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.07      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           17.43      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           65.67      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           71.75      No MI                                  0
EMC MORTGAGE                                           37.26      No MI                                  0
EMC MORTGAGE                                           52.84      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           68.63      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            25084896
EMC MORTGAGE                                           33.33      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           64.35      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           68.21      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194143
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           69.59      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           95.00      PMI                                   30            66882144
EMC MORTGAGE                                           56.25      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           85.90      Republic MIC                          25           605512500
EMC MORTGAGE                                           53.13      No MI                                  0
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53194180
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            97881669
EMC MORTGAGE                                           83.74      Mortgage Guaranty In                  12            24916191
EMC MORTGAGE                                           72.80      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           70.95      No MI                                  0
EMC MORTGAGE                                           59.09      No MI                                  0
EMC MORTGAGE                                           41.67      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            66882080
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.47      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3878072767
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            98089454
EMC MORTGAGE                                           77.55      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           89.99      Radian Guaranty                       25            53208985
EMC MORTGAGE                                           95.69      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            66879682
EMC MORTGAGE                                           55.28      No MI                                  0
EMC MORTGAGE                                           85.00      PMI                                   12            66880753
EMC MORTGAGE                                           89.87      PMI                                   25            66881636
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                          100.00      Radian Guaranty                       35            53208962
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           72.73      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.71      No MI                                  0
EMC MORTGAGE                                           85.00      PMI                                   12            66604152
EMC MORTGAGE                                           90.00      United Guaranty                       25            11341641
EMC MORTGAGE                                           59.00      No MI                                  0
EMC MORTGAGE                                           62.79      No MI                                  0
EMC MORTGAGE                                           40.49      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.31      No MI                                  0
EMC MORTGAGE                                           67.75      No MI                                  0
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           60.08      No MI                                  0
EMC MORTGAGE                                           59.97      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877633439
EMC MORTGAGE                                           46.73      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           31.25      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24727194
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           94.15      Republic MIC                          30           712031036
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           54.25      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           75.32      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877886558
EMC MORTGAGE                                           72.40      No MI                                  0
EMC MORTGAGE                                           74.89      No MI                                  0
EMC MORTGAGE                                           68.42      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           719845537
EMC MORTGAGE                                           63.33      No MI                                  0
EMC MORTGAGE                                           49.07      No MI                                  0
EMC MORTGAGE                                           59.69      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.57      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           71.77      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24561623
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.06      No MI                                  0
EMC MORTGAGE                                          100.00      Radian Guaranty                       35            53194130
EMC MORTGAGE                                           90.00      PMI                                   25            66880389
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           64.27      No MI                                  0
EMC MORTGAGE                                           54.17      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        25              717746
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           38.65      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            66879976
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.91      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            97880956
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           48.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        25              742046
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           67.05      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           42.66      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194156
EMC MORTGAGE                                           68.18      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           85.00      Radian Guaranty                       12            99643327
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877552811
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           67.08      No MI                                  0
EMC MORTGAGE                                           90.00      United Guaranty                       25            11222829
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           44.48      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.92      No MI                                  0
EMC MORTGAGE                                           74.07      No MI                                  0
EMC MORTGAGE                                           63.83      No MI                                  0
EMC MORTGAGE                                           55.25      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24835876
EMC MORTGAGE                                           57.58      No MI                                  0
EMC MORTGAGE                                           74.85      No MI                                  0
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53194162
EMC MORTGAGE                                           87.40      Radian Guaranty                       25            53208980
EMC MORTGAGE                                           89.61      Triad Guaranty                        25              735913
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           68.60      No MI                                  0
EMC MORTGAGE                                           95.00      PMI                                   30            66880796
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           54.86      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208983
EMC MORTGAGE                                           90.00      PMI                                   25            66579158
EMC MORTGAGE                                           66.38      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.70      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           712853058
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208996
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53194075
EMC MORTGAGE                                           74.24      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           64.52      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877914446
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           85.56      GE Capital MI                         25          6301269306
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           59.06      No MI                                  0
EMC MORTGAGE                                           61.30      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25          3877380980
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877831494
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.80      No MI                                  0
EMC MORTGAGE                                           55.38      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            97882045
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                          100.00      PMI                                   35            66881598
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           59.93      No MI                                  0
EMC MORTGAGE                                          100.00      PMI                                   35            66881521
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           50.61      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           69.97      No MI                                  0
EMC MORTGAGE                                           48.90      No MI                                  0
EMC MORTGAGE                                           68.67      No MI                                  0
EMC MORTGAGE                                           77.33      No MI                                  0
EMC MORTGAGE                                           63.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            53208976
EMC MORTGAGE                                           95.00      Radian Guaranty                       30            53214184
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           68.68      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           39.86      No MI                                  0
EMC MORTGAGE                                           68.84      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           85.00      Radian Guaranty                       12            53194085
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            66881491
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      PMI                                   25            66880672
EMC MORTGAGE                                           90.00      PMI                                   25            97882088
EMC MORTGAGE                                           15.42      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            99673536
EMC MORTGAGE                                           79.73      No MI                                  0
EMC MORTGAGE                                           58.54      No MI                                  0
EMC MORTGAGE                                           62.50      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.68      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Radian Guaranty                       25            99660286
EMC MORTGAGE                                           90.00      PMI                                   25            66880524
EMC MORTGAGE                                           84.86      Republic MIC                          12           714441511
EMC MORTGAGE                                           59.00      No MI                                  0
EMC MORTGAGE                                           29.29      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3878199473
EMC MORTGAGE                                           90.00      PMI                                   25            66760286
EMC MORTGAGE                                           37.06      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           58.04      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           45.00      No MI                                  0
EMC MORTGAGE                                           62.50      No MI                                  0
EMC MORTGAGE                                           94.89      PMI                                   30            66733831
EMC MORTGAGE                                           79.99      No MI                                  0
EMC MORTGAGE                                           76.31      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                          100.00      Republic MIC                          25           704653162
EMC MORTGAGE                                           52.70      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3878072716
EMC MORTGAGE                                          100.00      PMI                                   35            66879798
EMC MORTGAGE                                           90.00      PMI                                   25            66581497
EMC MORTGAGE                                           44.07      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           89.49      Republic MIC                          25           717016515
EMC MORTGAGE                                           89.53      Republic MIC                          25           720053167
EMC MORTGAGE                                           62.23      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877681905
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           55.36      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Triad Guaranty                        25              729562
EMC MORTGAGE                                           90.00      PMI                                   25            66893022
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           57.57      No MI                                  0
EMC MORTGAGE                                           90.00      No MI                                  0
EMC MORTGAGE                                           69.99      No MI                                  0
EMC MORTGAGE                                           61.54      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           37.98      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           85.00      PMI                                   12            40690999
EMC MORTGAGE                                           86.71      PMI                                   25            98628193
EMC MORTGAGE                                           61.01      No MI                                  0
EMC MORTGAGE                                           82.96      Radian Guaranty                       12            99670515
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           65.00      No MI                                  0
EMC MORTGAGE                                           69.93      No MI                                  0
EMC MORTGAGE                                           77.67      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           34.78      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           52.63      No MI                                  0                   0
EMC MORTGAGE                                           90.00      PMI                                   25            66880834
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           61.88      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24760837
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.10      No MI                                  0
EMC MORTGAGE                                           70.34      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           71.73      No MI                                  0
EMC MORTGAGE                                           78.25      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           68.91      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.96      No MI                                  0
EMC MORTGAGE                                           79.08      No MI                                  0
EMC MORTGAGE                                           60.00      No MI                                  0
EMC MORTGAGE                                           59.59      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           62.50      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           57.63      No MI                                  0
EMC MORTGAGE                                           74.99      No MI                                  0
EMC MORTGAGE                                           69.37      No MI                                  0
EMC MORTGAGE                                           78.68      No MI                                  0
EMC MORTGAGE                                           75.00      No MI                                  0
EMC MORTGAGE                                           79.67      No MI                                  0
EMC MORTGAGE                                           74.60      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.98      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           72.22      No MI                                  0
EMC MORTGAGE                                           42.15      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           61.03      No MI                                  0
EMC MORTGAGE                                           79.99      No MI                                  0
EMC MORTGAGE                                           74.61      No MI                                  0
EMC MORTGAGE                                           67.37      No MI                                  0
EMC MORTGAGE                                           36.37      No MI                                  0
EMC MORTGAGE                                           64.98      No MI                                  0
EMC MORTGAGE                                           90.00      GE Capital MI                         25          3877565298
EMC MORTGAGE                                           90.00      Republic MIC                          25           712955036
EMC MORTGAGE                                           64.38      No MI                                  0
EMC MORTGAGE                                           66.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           47.44      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.34      No MI                                  0
EMC MORTGAGE                                           77.24      No MI                                  0
EMC MORTGAGE                                           48.06      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.95      No MI                                  0
EMC MORTGAGE                                           79.87      No MI                                  0
EMC MORTGAGE                                           57.61      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           64.52      No MI                                  0
EMC MORTGAGE                                           75.80      No MI                                  0
EMC MORTGAGE                                           90.00      United Guaranty                       25             9800403
EMC MORTGAGE                                           84.52      United Guaranty                       12             9801312
EMC MORTGAGE                                           37.11      No MI                                  0
EMC MORTGAGE                                           79.99      No MI                                  0
EMC MORTGAGE                                           49.53      No MI                                  0
EMC MORTGAGE                                           39.05      No MI                                  0
EMC MORTGAGE                                           95.00      United Guaranty                       30             9801135
EMC MORTGAGE                                           93.26      Republic MIC                          30           110455036
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           85.34      United Guaranty                       25             9801044
EMC MORTGAGE                                           81.94      United Guaranty                       12             9801340
EMC MORTGAGE                                           85.00      United Guaranty                       12             9801363
EMC MORTGAGE                                           78.13      No MI                                  0
EMC MORTGAGE                                           88.93      Republic MIC                          25           109855602
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           109855522
EMC MORTGAGE                                           76.47      No MI                                  0
EMC MORTGAGE                                           76.70      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           89.62      United Guaranty                       25             9800151
EMC MORTGAGE                                           79.02      No MI                                  0
EMC MORTGAGE                                           90.00      Republic MIC                          25           109755227
EMC MORTGAGE                                           78.67      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           69.04      No MI                                  0
EMC MORTGAGE                                           71.43      No MI                                  0
EMC MORTGAGE                                           89.92      United Guaranty                       25           109855881
EMC MORTGAGE                                           90.00      Republic MIC                          25           109855811
EMC MORTGAGE                                           65.26      No MI                                  0
EMC MORTGAGE                                           69.78      No MI                                  0
EMC MORTGAGE                                           79.91      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.60      No MI                                  0
EMC MORTGAGE                                           67.07      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           82.71      Republic MIC                          12           109855935
EMC MORTGAGE                                           57.50      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           57.45      No MI                                  0
EMC MORTGAGE                                           90.00      No MI                                  0
EMC MORTGAGE                                           90.00      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           59.83      No MI                                  0
EMC MORTGAGE                                           77.99      No MI                                  0
EMC MORTGAGE                                           70.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.82      No MI                                  0
EMC MORTGAGE                                           95.00      Mortgage Guaranty In                  30            24692167
EMC MORTGAGE                                           95.00      Mortgage Guaranty In                  30            24656462
EMC MORTGAGE                                           56.36      No MI                                  0
EMC MORTGAGE                                           86.21      Mortgage Guaranty In                  25            24678825
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           76.25      No MI                                  0
EMC MORTGAGE                                           93.75      Mortgage Guaranty In                  30            24669635
EMC MORTGAGE                                           67.96      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.65      No MI                                  0
EMC MORTGAGE                                           79.87      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           78.45      No MI                                  0
EMC MORTGAGE                                           79.99      No MI                                  0
EMC MORTGAGE                                           95.00      Mortgage Guaranty In                  30            24674101
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           72.45      No MI                                  0
EMC MORTGAGE                                           54.95      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24655985
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.78      Mortgage Guaranty In                  30            24644659
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           75.93      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24672688
EMC MORTGAGE                                           90.00      Mortgage Guaranty In                  25            24682078
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           60.07      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.98      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           74.93      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           80.00      No MI                                  0
EMC MORTGAGE                                           79.99      No MI                                  0
GREENPOINT                                             75.00      No MI                                  0
GREENPOINT                                             80.00      No MI                                  0
GREENPOINT                                             80.00      No MI                                  0
GREENPOINT                                             70.00      No MI                                  0
GREENPOINT                                             80.00      No MI                                  0
GREENPOINT                                             75.00      No MI                                  0
GREENPOINT                                             80.00      No MI                                  0
GREENPOINT                                             78.89      No MI                                  0
GREENPOINT                                             77.82      No MI                                  0
MID AMERICA BANK                                       80.00      No MI                                  0
NATIONAL CITY                                          72.22      No MI                                  0
NATIONAL CITY                                          64.67      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          79.76      No MI                                  0
NATIONAL CITY                                          90.00      PMI                                   25
NATIONAL CITY                                          70.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          78.75      No MI                                  0
NATIONAL CITY                                          90.00      Mortgage Guaranty In                  25
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          90.00      PMI                                   25           634252061
NATIONAL CITY                                          86.67      Republic MIC                          25           703255011
NATIONAL CITY                                          82.36      PMI                                   12           634252038
NATIONAL CITY                                          90.00      Republic MIC                          25           635655006
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          75.29      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          90.00      Radian Guaranty                       25            99602544
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          57.69      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0
NATIONAL CITY                                          80.00      No MI                                  0







SERVICER_NAME                                   LIEN                 STATE         ZIP_CODE          IO_          IO_             GROUP_ID
                                                                                                     FLAG         PERIOD
------------------------------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA MORTGAGE                        First Lien           WI                   54173      YES                 120      G01
BANK OF AMERICA MORTGAGE                        First Lien           NJ                   08105      NO                    0      G01
BANK OF AMERICA MORTGAGE                        First Lien           MI                   48146      NO                    0      G01
BANK OF AMERICA MORTGAGE                        First Lien           IA                   51101      NO                    0      G01
EMC MORTGAGE                                    First Lien           CT                   06351      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93727      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89003      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92570      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85086      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11358      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95819      NO                    0      G02
EMC MORTGAGE                                    First Lien           NC                   28214      NO                    0      G01
EMC MORTGAGE                                    First Lien           MT                   59715      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34668      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07458      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07109      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33140      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80906      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33618      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   46123      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30625      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   38138      NO                    0      G02
EMC MORTGAGE                                    First Lien           IN                   46123      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32223      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33952      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   70123      YES                 120      G02
EMC MORTGAGE                                    First Lien           LA                   70001      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32501      NO                    0      G02
EMC MORTGAGE                                    First Lien           TN                   37919      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32837      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34109      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   32459      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32807      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32137      NO                    0      G02
EMC MORTGAGE                                    First Lien           AL                   36695      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   37128      NO                    0      G01
EMC MORTGAGE                                    First Lien           MS                   39367      NO                    0      G01
EMC MORTGAGE                                    First Lien           AL                   36693      NO                    0      G02
EMC MORTGAGE                                    First Lien           AL                   36542      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33139      NO                    0      G02
EMC MORTGAGE                                    First Lien           TN                   38401      NO                    0      G01
EMC MORTGAGE                                    First Lien           AL                   36527      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32765      NO                    0      G02
EMC MORTGAGE                                    First Lien           MS                   38671      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33592      YES                 120      G02
EMC MORTGAGE                                    First Lien           TN                   37379      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34242      NO                    0      G02
EMC MORTGAGE                                    First Lien           AL                   35223      YES                 120      G02
EMC MORTGAGE                                    First Lien           TN                   37405      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34232      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32922      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   37207      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   70115      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   62040      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   71023      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   62062      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32712      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32751      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   37138      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80525      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   94112      YES                 120      G01
EMC MORTGAGE                                    First Lien           AL                   35805      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92586      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90066      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   08203      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92663      NO                    0      G01
EMC MORTGAGE                                    First Lien           OK                   74136      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85222      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   78258      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92802      NO                    0      G02
EMC MORTGAGE                                    First Lien           GA                   30114      NO                    0      G02
EMC MORTGAGE                                    First Lien           MA                   02128      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   60187      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   94582      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   08012      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91342      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   30038      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30747      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77099      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21037      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   55398      NO                    0      G02
EMC MORTGAGE                                    First Lien           MN                   55435      YES                 120      G02
EMC MORTGAGE                                    First Lien           MO                   64138      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90029      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32935      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33881      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85262      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   07757      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   20832      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07095      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91709      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20769      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90623      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   94531      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92315      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85042      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91601      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   91750      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94568      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   90046      YES                 120      G02
EMC MORTGAGE                                    First Lien           VT                   05701      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78597      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91342      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91709      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90043      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   34984      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33176      NO                    0      G02
EMC MORTGAGE                                    First Lien           ME                   04011      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92025      YES                 120      G02
EMC MORTGAGE                                    First Lien           VA                   23227      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90810      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   93291      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   21078      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   91702      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94513      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90037      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93551      NO                    0      G01
EMC MORTGAGE                                    First Lien           WI                   53218      NO                    0      G01
EMC MORTGAGE                                    First Lien           DC                   20017      NO                    0      G01
EMC MORTGAGE                                    First Lien           VT                   05301      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78255      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   76904      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94124      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85262      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   77060      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07305      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91325      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   32548      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94561      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   77587      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34786      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   93510      NO                    0      G02
EMC MORTGAGE                                    First Lien           GA                   30607      YES                 120      G01
EMC MORTGAGE                                    First Lien           GA                   30607      YES                 120      G01
EMC MORTGAGE                                    First Lien           ME                   04073      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   90278      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   33428      NO                    0      G01
EMC MORTGAGE                                    First Lien           MO                   65738      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11223      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   78557      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   76063      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78539      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78255      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   12508      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   21044      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   30315      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90277      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   90046      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   21216      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   77008      NO                    0      G02
EMC MORTGAGE                                    First Lien           GA                   30038      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   78501      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92557      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91709      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   78043      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92557      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91331      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   30327      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   31401      NO                    0      G02
EMC MORTGAGE                                    First Lien           MO                   65810      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92262      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   94806      YES                 120      G02
EMC MORTGAGE                                    First Lien           IA                   51040      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21040      YES                 120      G01
EMC MORTGAGE                                    First Lien           MO                   63301      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   20120      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   21217      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78572      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33065      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90278      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   14815      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30542      YES                 120      G02
EMC MORTGAGE                                    First Lien           MA                   02050      NO                    0      G02
EMC MORTGAGE                                    First Lien           GA                   30224      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78501      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33981      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78501      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84003      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85262      YES                 120      G02
EMC MORTGAGE                                    First Lien           IN                   47150      YES                 120      G01
EMC MORTGAGE                                    First Lien           GA                   30620      NO                    0      G01
EMC MORTGAGE                                    First Lien           WA                   98296      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   18102      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92111      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   95354      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23233      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90745      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78577      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   55125      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85746      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92173      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92705      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32810      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20720      YES                 120      G02
EMC MORTGAGE                                    First Lien           MA                   02465      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90602      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90046      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   78041      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90249      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78745      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   12814      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   08742      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   94551      NO                    0      G02
EMC MORTGAGE                                    First Lien           KS                   67042      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   60632      NO                    0      G01
EMC MORTGAGE                                    First Lien           WI                   53216      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11553      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20743      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78557      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95621      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77494      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92571      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78572      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90650      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85301      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   77584      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92126      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   18925      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90638      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92704      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84037      YES                 120      G02
EMC MORTGAGE                                    First Lien           VA                   23456      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80002      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   91390      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   91764      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92240      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21046      NO                    0      G01
EMC MORTGAGE                                    First Lien           WA                   98116      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78504      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94513      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   86301      NO                    0      G01
EMC MORTGAGE                                    First Lien           WI                   53206      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92688      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   86351      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85283      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08876      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32024      YES                 120      G01
EMC MORTGAGE                                    First Lien           IN                   46818      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95948      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92861      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90660      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34974      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78521      NO                    0      G02
EMC MORTGAGE                                    First Lien           VA                   23838      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   47712      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85747      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91501      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   78572      NO                    0      G01
EMC MORTGAGE                                    First Lien           MA                   01915      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77072      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91335      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   75002      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80906      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75035      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94061      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92860      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   77578      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95409      NO                    0      G02
EMC MORTGAGE                                    First Lien           CO                   80218      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   95820      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85268      NO                    0      G01
EMC MORTGAGE                                    First Lien           OK                   74070      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32935      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21042      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   21061      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33907      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91335      YES                 120      G02
EMC MORTGAGE                                    First Lien           ME                   04092      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   60103      NO                    0      G02
EMC MORTGAGE                                    First Lien           NH                   03062      YES                 120      G01
EMC MORTGAGE                                    First Lien           MD                   20623      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84096      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33610      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77071      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34741      YES                 120      G01
EMC MORTGAGE                                    First Lien           MD                   21061      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80403      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85746      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21237      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08820      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   95476      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   90270      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80920      YES                 120      G02
EMC MORTGAGE                                    First Lien           NY                   13820      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91977      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94531      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   21215      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   22802      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78654      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85345      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23231      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89138      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   21701      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20854      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90280      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32837      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85250      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93257      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30815      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92704      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34741      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07470      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   13126      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20723      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30088      NO                    0      G01
EMC MORTGAGE                                    First Lien           KS                   66209      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84096      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92392      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07010      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75212      NO                    0      G01
EMC MORTGAGE                                    First Lien           OK                   73160      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   81650      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85621      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08873      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   76513      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94403      YES                 120      G02
EMC MORTGAGE                                    First Lien           CT                   06410      NO                    0      G01
EMC MORTGAGE                                    First Lien           KY                   40336      NO                    0      G01
EMC MORTGAGE                                    First Lien           WA                   98665      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92591      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78108      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85281      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   78130      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89143      YES                 120      G01
EMC MORTGAGE                                    First Lien           IL                   60140      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94514      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85243      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95209      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32259      YES                 120      G01
EMC MORTGAGE                                    First Lien           NV                   89052      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85232      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85739      NO                    0      G01
EMC MORTGAGE                                    First Lien           SC                   29466      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85050      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   78130      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85281      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85242      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34787      YES                 120      G01
EMC MORTGAGE                                    First Lien           SC                   29579      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85281      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85243      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85239      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85281      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85239      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89149      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78130      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78253      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   27301      NO                    0      G01
EMC MORTGAGE                                    First Lien           WA                   98226      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92249      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   76134      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85308      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   34654      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78245      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33569      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77073      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89131      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33436      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77073      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32754      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85388      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93012      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85222      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34787      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85629      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32256      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92203      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94533      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92240      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89183      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85706      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   77494      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   71033      YES                  60      G01
EMC MORTGAGE                                    First Lien           NJ                   07005      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32905      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94402      NO                    0      G02
EMC MORTGAGE                                    First Lien           IL                   60624      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   38478      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11230      NO                    0      G02
EMC MORTGAGE                                    First Lien           NV                   89044      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   93420      YES                 120      G02
EMC MORTGAGE                                    First Lien           OK                   73401      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92677      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   79928      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   38018      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   93117      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   33563      NO                    0      G01
EMC MORTGAGE                                    First Lien           PA                   19072      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23112      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77005      NO                    0      G02
EMC MORTGAGE                                    First Lien           VA                   23505      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91205      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   76248      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   38128      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75075      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33569      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08602      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   96001      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   20747      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32257      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   10536      YES                 120      G02
EMC MORTGAGE                                    First Lien           VA                   20151      NO                    0      G02
EMC MORTGAGE                                    First Lien           IL                   60446      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89044      NO                    0      G02
EMC MORTGAGE                                    First Lien           MO                   63136      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   60636      NO                    0      G01
EMC MORTGAGE                                    First Lien           NE                   68131      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   70358      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89044      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   79928      NO                    0      G01
EMC MORTGAGE                                    First Lien           SC                   29203      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   94574      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   30145      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30312      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   12927      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   47630      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   11030      NO                    0      G02
EMC MORTGAGE                                    First Lien           IL                   60624      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75165      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33904      YES                 120      G02
EMC MORTGAGE                                    First Lien           MA                   01950      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   20170      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85374      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78250      NO                    0      G01
EMC MORTGAGE                                    First Lien           ME                   04240      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92673      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75235      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11234      YES                 120      G02
EMC MORTGAGE                                    First Lien           NJ                   07052      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   21213      NO                    0      G01
EMC MORTGAGE                                    First Lien           MO                   64030      NO                    0      G01
EMC MORTGAGE                                    First Lien           DE                   19933      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85331      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   11570      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   11355      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92131      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85259      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   77706      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91740      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95354      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   10804      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   33435      YES                 120      G02
EMC MORTGAGE                                    First Lien           AZ                   85085      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   91702      YES                  60      G01
EMC MORTGAGE                                    First Lien           NC                   28277      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28277      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28277      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90255      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21722      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33708      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   95355      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95391      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   18901      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   78657      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32805      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75252      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08056      NO                    0      G02
EMC MORTGAGE                                    First Lien           MA                   01720      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   91722      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   08110      NO                    0      G01
EMC MORTGAGE                                    First Lien           SC                   29801      NO                    0      G01
EMC MORTGAGE                                    First Lien           SC                   29609      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90037      NO                    0      G01
EMC MORTGAGE                                    First Lien           CO                   80487      YES                 120      G01
EMC MORTGAGE                                    First Lien           OH                   43614      YES                 120      G01
EMC MORTGAGE                                    First Lien           OH                   43065      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   34746      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93535      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92324      YES                 120      G01
EMC MORTGAGE                                    First Lien           CO                   80104      NO                    0      G01
EMC MORTGAGE                                    First Lien           WI                   53210      YES                 120      G01
EMC MORTGAGE                                    First Lien           NV                   89131      NO                    0      G02
EMC MORTGAGE                                    First Lien           CO                   80011      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95355      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   76103      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21218      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   91316      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   21029      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33139      NO                    0      G02
EMC MORTGAGE                                    First Lien           GA                   30071      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78227      NO                    0      G01
EMC MORTGAGE                                    First Lien           PA                   17201      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89156      NO                    0      G01
EMC MORTGAGE                                    First Lien           SD                   57783      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92503      YES                 120      G02
EMC MORTGAGE                                    First Lien           MI                   48228      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   95608      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   47905      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   34698      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23089      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75044      NO                    0      G01
EMC MORTGAGE                                    First Lien           MO                   63366      NO                    0      G01
EMC MORTGAGE                                    First Lien           RI                   02859      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75211      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90019      NO                    0      G02
EMC MORTGAGE                                    First Lien           MA                   02143      YES                  60      G01
EMC MORTGAGE                                    First Lien           NJ                   07104      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89120      YES                 120      G01
EMC MORTGAGE                                    First Lien           MO                   63019      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11001      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   08109      YES                 120      G01
EMC MORTGAGE                                    First Lien           NY                   11566      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32827      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   20190      YES                 120      G01
EMC MORTGAGE                                    First Lien           NV                   89002      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   93308      YES                 120      G01
EMC MORTGAGE                                    First Lien           MA                   02152      NO                    0      G02
EMC MORTGAGE                                    First Lien           NJ                   07760      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85396      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   32907      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   95126      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85050      NO                    0      G02
EMC MORTGAGE                                    First Lien           CO                   81632      NO                    0      G02
EMC MORTGAGE                                    First Lien           IL                   62206      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75056      NO                    0      G02
EMC MORTGAGE                                    First Lien           CO                   81620      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75701      NO                    0      G02
EMC MORTGAGE                                    First Lien           WA                   98027      YES                 120      G02
EMC MORTGAGE                                    First Lien           GA                   30642      NO                    0      G02
EMC MORTGAGE                                    First Lien           CO                   80121      NO                    0      G02
EMC MORTGAGE                                    First Lien           IL                   60093      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90062      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32792      YES                 120      G01
EMC MORTGAGE                                    First Lien           VT                   05679      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75248      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   27262      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28804      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92509      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32164      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78521      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11207      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95128      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   78250      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78640      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91304      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   78233      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32955      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92592      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   32333      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23103      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   75071      NO                    0      G01
EMC MORTGAGE                                    First Lien           DE                   19970      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   15210      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34746      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   55345      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32258      NO                    0      G01
EMC MORTGAGE                                    First Lien           MA                   02375      NO                    0      G02
EMC MORTGAGE                                    First Lien           NH                   03743      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   46383      NO                    0      G02
EMC MORTGAGE                                    First Lien           CT                   06488      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20707      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28211      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77388      NO                    0      G01
EMC MORTGAGE                                    First Lien           MI                   48377      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34747      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34472      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85338      YES                 120      G01
EMC MORTGAGE                                    First Lien           MI                   48228      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33928      YES                 120      G02
EMC MORTGAGE                                    First Lien           LA                   70807      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21228      NO                    0      G01
EMC MORTGAGE                                    First Lien           CT                   06880      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   76140      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78251      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   79928      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28607      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   15122      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20872      NO                    0      G02
EMC MORTGAGE                                    First Lien           NV                   89044      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90278      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92392      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90018      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30106      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   27011      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   21229      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33701      NO                    0      G01
EMC MORTGAGE                                    First Lien           DE                   19963      YES                 120      G01
EMC MORTGAGE                                    First Lien           VA                   23663      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92078      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   94954      YES                 120      G01
EMC MORTGAGE                                    First Lien           MD                   21060      YES                 120      G02
EMC MORTGAGE                                    First Lien           VA                   22192      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   90241      YES                 120      G02
EMC MORTGAGE                                    First Lien           CO                   80005      YES                 120      G02
EMC MORTGAGE                                    First Lien           IL                   60471      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85396      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77044      NO                    0      G01
EMC MORTGAGE                                    First Lien           OR                   97225      NO                    0      G02
EMC MORTGAGE                                    First Lien           AZ                   85326      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   78250      YES                 120      G01
EMC MORTGAGE                                    First Lien           TN                   38141      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30314      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85239      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11221      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92506      YES                 120      G02
EMC MORTGAGE                                    First Lien           KS                   66221      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   11978      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   91733      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75904      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78045      NO                    0      G01
EMC MORTGAGE                                    First Lien           DE                   19802      YES                 120      G01
EMC MORTGAGE                                    First Lien           NJ                   07422      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   46373      YES                 120      G02
EMC MORTGAGE                                    First Lien           MI                   49506      NO                    0      G02
EMC MORTGAGE                                    First Lien           NY                   11219      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75034      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92203      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   75040      NO                    0      G01
EMC MORTGAGE                                    First Lien           PA                   19147      YES                 120      G01
EMC MORTGAGE                                    First Lien           WY                   82325      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   55391      NO                    0      G02
EMC MORTGAGE                                    First Lien           MD                   20774      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89044      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90720      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   10913      YES                 120      G02
EMC MORTGAGE                                    First Lien           NC                   28450      NO                    0      G02
EMC MORTGAGE                                    First Lien           NH                   03290      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30064      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85202      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28205      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11763      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85375      NO                    0      G02
EMC MORTGAGE                                    First Lien           TX                   75201      NO                    0      G02
EMC MORTGAGE                                    First Lien           IA                   50313      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85037      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85629      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11434      NO                    0      G02
EMC MORTGAGE                                    First Lien           PA                   16915      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   20198      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92253      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   34758      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   91364      YES                 120      G02
EMC MORTGAGE                                    First Lien           NY                   11223      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   75076      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89084      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07726      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32266      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33445      YES                 120      G02
EMC MORTGAGE                                    First Lien           NC                   28735      NO                    0      G01
EMC MORTGAGE                                    First Lien           NE                   68504      NO                    0      G01
EMC MORTGAGE                                    First Lien           AL                   36609      NO                    0      G01
EMC MORTGAGE                                    First Lien           NV                   89179      NO                    0      G01
EMC MORTGAGE                                    First Lien           ID                   83702      YES                 120      G01
EMC MORTGAGE                                    First Lien           NY                   11590      YES                 120      G02
EMC MORTGAGE                                    First Lien           NH                   03844      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   33498      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85085      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91910      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92663      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   77075      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92377      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30736      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92584      NO                    0      G02
EMC MORTGAGE                                    First Lien           FL                   33629      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90037      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23462      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93534      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85225      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85282      YES                  60      G01
EMC MORTGAGE                                    First Lien           CA                   95695      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30655      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   24019      NO                    0      G01
EMC MORTGAGE                                    First Lien           TN                   38111      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32814      YES                 120      G02
EMC MORTGAGE                                    First Lien           TX                   77318      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92672      YES                 120      G02
EMC MORTGAGE                                    First Lien           FL                   32168      NO                    0      G01
EMC MORTGAGE                                    First Lien           KY                   42420      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   55082      YES                 120      G02
EMC MORTGAGE                                    First Lien           IL                   60610      NO                    0      G01
EMC MORTGAGE                                    First Lien           OK                   73507      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93033      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   93702      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92130      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85338      YES                 120      G01
EMC MORTGAGE                                    First Lien           CO                   80204      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92804      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95311      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   95687      YES                 120      G02
EMC MORTGAGE                                    First Lien           CO                   80013      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   95987      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85308      YES                 120      G01
EMC MORTGAGE                                    First Lien           IL                   60110      NO                    0      G01
EMC MORTGAGE                                    First Lien           IL                   60005      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84604      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33469      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32218      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32210      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92123      NO                    0      G01
EMC MORTGAGE                                    First Lien           OR                   97034      NO                    0      G02
EMC MORTGAGE                                    First Lien           OR                   97035      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84054      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77007      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   77040      NO                    0      G01
EMC MORTGAGE                                    First Lien           CT                   06405      NO                    0      G01
EMC MORTGAGE                                    First Lien           CT                   06810      NO                    0      G01
EMC MORTGAGE                                    First Lien           CT                   06512      NO                    0      G01
EMC MORTGAGE                                    First Lien           MN                   56201      NO                    0      G02
EMC MORTGAGE                                    First Lien           NV                   89145      YES                 120      G01
EMC MORTGAGE                                    First Lien           PA                   19111      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33610      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   86314      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   33437      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30152      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30179      NO                    0      G01
EMC MORTGAGE                                    First Lien           IN                   46069      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   90814      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   91201      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   90815      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   92505      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92867      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92592      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   95148      YES                 120      G02
EMC MORTGAGE                                    First Lien           TN                   37214      YES                 120      G01
EMC MORTGAGE                                    First Lien           UT                   84087      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   91344      NO                    0      G02
EMC MORTGAGE                                    First Lien           CT                   06380      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84105      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   93726      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92503      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33467      YES                 120      G01
EMC MORTGAGE                                    First Lien           KY                   40014      NO                    0      G01
EMC MORTGAGE                                    First Lien           MA                   02301      YES                 120      G01
EMC MORTGAGE                                    First Lien           PA                   19342      NO                    0      G01
EMC MORTGAGE                                    First Lien           HI                   96720      NO                    0      G01
EMC MORTGAGE                                    First Lien           AR                   72736      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   33713      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23061      YES                 120      G02
EMC MORTGAGE                                    First Lien           OH                   45005      NO                    0      G01
EMC MORTGAGE                                    First Lien           MI                   48093      YES                 120      G01
EMC MORTGAGE                                    First Lien           MA                   02301      YES                 120      G01
EMC MORTGAGE                                    First Lien           ND                   58563      YES                 120      G01
EMC MORTGAGE                                    First Lien           WA                   98611      YES                 120      G01
EMC MORTGAGE                                    First Lien           NJ                   07003      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   32003      NO                    0      G01
EMC MORTGAGE                                    First Lien           MI                   49712      NO                    0      G01
EMC MORTGAGE                                    First Lien           WA                   98203      YES                 120      G01
EMC MORTGAGE                                    First Lien           GA                   30342      YES                 120      G01
EMC MORTGAGE                                    First Lien           NY                   10461      YES                 120      G02
EMC MORTGAGE                                    First Lien           NV                   89052      YES                 120      G01
EMC MORTGAGE                                    First Lien           NJ                   07712      YES                 120      G02
EMC MORTGAGE                                    First Lien           OH                   43026      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   86404      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85037      YES                 120      G01
EMC MORTGAGE                                    First Lien           MS                   38654      YES                 120      G01
EMC MORTGAGE                                    First Lien           AZ                   85243      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30144      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32789      YES                 120      G02
EMC MORTGAGE                                    First Lien           MI                   49456      NO                    0      G01
EMC MORTGAGE                                    First Lien           OR                   97411      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30052      YES                 120      G01
EMC MORTGAGE                                    First Lien           PA                   19148      NO                    0      G01
EMC MORTGAGE                                    First Lien           NY                   11706      NO                    0      G01
EMC MORTGAGE                                    First Lien           CA                   92504      YES                 120      G01
EMC MORTGAGE                                    First Lien           VA                   23435      YES                 120      G01
EMC MORTGAGE                                    First Lien           NJ                   07093      YES                 120      G02
EMC MORTGAGE                                    First Lien           NY                   12981      YES                 120      G01
EMC MORTGAGE                                    First Lien           MI                   48609      YES                 120      G01
EMC MORTGAGE                                    First Lien           FL                   33313      NO                    0      G01
EMC MORTGAGE                                    First Lien           NC                   28092      YES                 120      G01
EMC MORTGAGE                                    First Lien           ID                   83706      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07407      YES                 120      G01
EMC MORTGAGE                                    First Lien           MD                   20895      YES                 120      G02
EMC MORTGAGE                                    First Lien           CA                   95757      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92630      YES                 120      G01
EMC MORTGAGE                                    First Lien           OR                   97086      NO                    0      G02
EMC MORTGAGE                                    First Lien           CA                   92020      NO                    0      G02
EMC MORTGAGE                                    First Lien           MA                   01886      YES                 120      G01
EMC MORTGAGE                                    First Lien           GA                   30016      YES                 120      G01
EMC MORTGAGE                                    First Lien           CA                   92376      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33467      NO                    0      G01
EMC MORTGAGE                                    First Lien           VA                   23663      NO                    0      G01
EMC MORTGAGE                                    First Lien           MD                   20659      NO                    0      G01
EMC MORTGAGE                                    First Lien           OH                   43147      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33594      YES                 120      G01
EMC MORTGAGE                                    First Lien           GA                   30188      NO                    0      G01
EMC MORTGAGE                                    First Lien           MA                   01082      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34952      YES                 120      G01
EMC MORTGAGE                                    First Lien           AL                   35007      NO                    0      G01
EMC MORTGAGE                                    First Lien           AZ                   85033      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30310      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07018      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33609      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78023      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   33168      NO                    0      G01
EMC MORTGAGE                                    First Lien           LA                   70403      NO                    0      G01
EMC MORTGAGE                                    First Lien           MO                   64132      NO                    0      G01
EMC MORTGAGE                                    First Lien           MA                   02169      NO                    0      G01
EMC MORTGAGE                                    First Lien           NJ                   07208      NO                    0      G01
EMC MORTGAGE                                    First Lien           MO                   63147      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   34655      NO                    0      G01
EMC MORTGAGE                                    First Lien           AL                   36107      NO                    0      G01
EMC MORTGAGE                                    First Lien           TX                   78209      NO                    0      G01
EMC MORTGAGE                                    First Lien           OK                   73505      NO                    0      G01
EMC MORTGAGE                                    First Lien           GA                   30294      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32244      NO                    0      G01
EMC MORTGAGE                                    First Lien           ME                   04038      YES                 120      G01
EMC MORTGAGE                                    First Lien           TX                   78212      NO                    0      G01
EMC MORTGAGE                                    First Lien           OH                   44303      NO                    0      G01
EMC MORTGAGE                                    First Lien           DE                   19702      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32114      NO                    0      G01
EMC MORTGAGE                                    First Lien           OH                   43614      NO                    0      G01
EMC MORTGAGE                                    First Lien           FL                   32547      NO                    0      G01
EMC MORTGAGE                                    First Lien           NM                   87104      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84404      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84043      YES                 120      G02
EMC MORTGAGE                                    First Lien           CT                   06111      NO                    0      G01
EMC MORTGAGE                                    First Lien           UT                   84781      YES                 120      G02
EMC MORTGAGE                                    First Lien           MD                   21234      YES                 120      G01
EMC MORTGAGE                                    First Lien           IL                   60706      YES                 120      G01
EMC MORTGAGE                                    First Lien           NJ                   08016      NO                    0      G01
GREENPOINT                                      First Lien           IL                   60150      NO                    0      G01
GREENPOINT                                      First Lien           NY                   11370      NO                    0      G01
GREENPOINT                                      First Lien           WA                   98926      NO                    0      G01
GREENPOINT                                      First Lien           IN                   46324      NO                    0      G01
GREENPOINT                                      First Lien           VA                   23517      NO                    0      G01
GREENPOINT                                      First Lien           IL                   60504      NO                    0      G01
GREENPOINT                                      First Lien           SC                   29902      NO                    0      G01
GREENPOINT                                      First Lien           IN                   46312      NO                    0      G01
GREENPOINT                                      First Lien           MI                   48307      NO                    0      G01
MID AMERICA BANK                                First Lien           IL                   60048      NO                    0      G02
NATIONAL CITY                                   First Lien           WI                   53209      NO                    0      G01
NATIONAL CITY                                   First Lien           WA                   98531      NO                    0      G01
NATIONAL CITY                                   First Lien           NJ                   07106      NO                    0      G01
NATIONAL CITY                                   First Lien           OH                   43026      NO                    0      G01
NATIONAL CITY                                   First Lien           AZ                   85086      YES                 120      G01
NATIONAL CITY                                   First Lien           IL                   60636      NO                    0      G01
NATIONAL CITY                                   First Lien           NM                   87108      NO                    0      G01
NATIONAL CITY                                   First Lien           IL                   60707      NO                    0      G01
NATIONAL CITY                                   First Lien           OH                   45236      NO                    0      G01
NATIONAL CITY                                   First Lien           PA                   15206      NO                    0      G01
NATIONAL CITY                                   First Lien           OH                   43571      NO                    0      G01
NATIONAL CITY                                   First Lien           NJ                   08046      NO                    0      G01
NATIONAL CITY                                   First Lien           PA                   19142      NO                    0      G01
NATIONAL CITY                                   First Lien           PA                   19013      NO                    0      G01
NATIONAL CITY                                   First Lien           IL                   60628      NO                    0      G01
NATIONAL CITY                                   First Lien           NC                   28215      NO                    0      G01
NATIONAL CITY                                   First Lien           IN                   46168      NO                    0      G01
NATIONAL CITY                                   First Lien           IL                   60617      NO                    0      G01
NATIONAL CITY                                   First Lien           OH                   45238      NO                    0      G01
NATIONAL CITY                                   First Lien           OH                   44052      NO                    0      G01
NATIONAL CITY                                   First Lien           PA                   19008      NO                    0      G01
NATIONAL CITY                                   First Lien           MO                   63133      NO                    0      G01
NATIONAL CITY                                   First Lien           NJ                   07063      YES                 120      G01
NATIONAL CITY                                   First Lien           PA                   19139      NO                    0      G01
NATIONAL CITY                                   First Lien           NC                   28227      NO                    0      G01
NATIONAL CITY                                   First Lien           KY                   41011      NO                    0      G01






      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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-AC6, Class R Certificates (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as
        of September 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:

       

      


      [   
        ]       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.

              


      

       

      [  
        ]            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-AC6

       

      
        	
                 

              	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I
                  LLC

              


      

      Asset-Backed
        Certificates, Series 2007-AC6, 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-AC6, Class _____ (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of September 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-AC6, Asset-Backed
                    Certificates, Series 2007-AC6 (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, Class B-5 and Class B-6
                  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,
                  Class B-5 and Class B-6 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 Certificates and Class R
                  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 September 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-AC6, Asset-Backed
                    Certificates, Series 2007-AC6 (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 September 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, Class B-5 and Class B-6 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 September 19, 2007, among Bear Stearns
                    Asset Backed
                    Securities I LLC, as Depositor, Master Funding LLC, as a seller,
                    EMC
                    Mortgage Corporation, as master servicer, a 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 WELLS FARGO CUSTODIAL AGREEMENT

       

                 THIS
        CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of September 19, 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 a seller (in such capacity, “EMC”), 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”), 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”) and MASTER
        FUNDING LLC, as a seller (“Master Funding”, and together with EMC, the
“Sellers”).

      


      WITNESSETH
        THAT:

       

      WHEREAS,
        the Depositor, EMC, the Company, the Master Servicer and the Trustee have
        entered into a Pooling and Servicing Agreement, dated as of September 1,
        2007,
        relating to the issuance of Bear Stearns Asset Backed Securities I Trust
        2007-AC6, Asset-Backed Certificates, Series 2007-AC6 (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 Sellers 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 Sellers,
        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 related Seller
        for
        the purpose of recording it in the appropriate public office for real property
        records, and the Sellers, 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 EMC (on its own behalf
        and
        on behalf of Master Funding), the Master Servicer 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
        EMC (on its own behalf and on behalf of Master Funding), the Master Servicer
        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 EMC (on its own behalf and on behalf of Master Funding), the Master
        Servicer 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 EMC 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 EMC 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.

       

      (a)  The
        Custodian shall indemnify the Depositor, each affiliate of the Depositor,
        EMC
        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:

                383
                  Madison Avenue

                New
                  York, New York 10179

                 

              	
                BEAR
                  STEARNS ASSET BACKED SECURITIES I LLC

                 

                By:                                                                  

                Name:                      

                Title:

                 

                 

              
	
                Address:

                2780
                  Lake Vista Drive,

                Lewisville,
                  Texas 75067

                Facsimile:
                  (214) 626-4889

                Attention:
                  Michelle Viner

              	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Master Servicer and Seller

                 

                By:__________________________________________
Name:

                Title:

                 

                 

              
	
                Address:

                2780
                  Lake Vista Drive,

                Lewisville,
                  Texas 75067

                Facsimile:
                  (214) 626-4889

                Attention:
                  Mark Novachek

              	
                MASTER
                  FUNDING LLC,

                as
                  Seller

                 

                By:__________________________________________

                Name:

                Title:

                 

                 

              
	
                Address:

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                 

                 

              	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Trustee

                 

                By:__________________________________________

                Name:

                Title:

                 

              
	
                Address:

                1015
                  10th Avenue S.E.

                Minneapolis,
                  Minnesota 55414-0031

                 

              	
                WELLS
                  FARGO BANK,

                NATIONAL
                  ASSOCIATION,

                as
                  Custodian

                 

                By:__________________________________________

                Name:

                Title:

              


      

      
      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                STATE
                  OF NEW YORK

              	
                )

              


      

      )
        ss:

      COUNTY
        OF
        NEW
        YORK                 
)

       

      On
        the
        19th day of September 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 DENTON

              	 	
                )

              


      

       

      On
        the
        19th day of September 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 TEXAS

                  	
                    )

                  


          

          
            	 	 	)
                    ss:


            	
                    COUNTY
                      OF DENTON

                  	 	
                    )

                  


          

        

      

       

      On
        the
        19th day of September 2007 before me, a notary public in and for said State,
        personally appeared __________________________, known to me to be an authorized
        representative of Master Funding LLC, 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
        19th day of September 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
        19th day of September 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

      
         

        
          	 	
                  September
                    19, 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-AC6

       

      
        	
                 

              	
                Re:

              	
                Custodial
                  Agreement, dated as of September 19, 2007, by and among Wells Fargo
                  Bank,
                  National Association, Bear Stearns Asset Backed Securities I LLC,
                  EMC
                  Mortgage Corporation and Master Funding LLC relating to Bear Stearns
                  Asset
                  Backed Securities I Trust 2007-AC6, Asset-
Backed Certificates, Series
                  2007-AC6

              	 


      

       

      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

      

       

      (Provided
        Upon Request)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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-AC6

       

      
        	
                 

              	
                Re:

              	
                Custodial
                  Agreement, dated as of September 19, 2007, by and among Wells Fargo
                  Bank,
                  National Association, Bear Stearns Asset Backed Securities I LLC,
                  EMC
                  Mortgage Corporation and Master Funding LLC relating to Bear Stearns
                  Asset
                  Backed Securities I Trust 2007-AC6, Asset-Backed Certificates,
                  Series
                  2007-AC6

              	 


      

       

      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-AC6

       

      
        	
                 

              	
                Re:

              	
                Custodial
                  Agreement, dated as of September 19, 2007, by and among Wells Fargo
                  Bank,
                  National Association, Bear Stearns Asset Backed Securities I LLC,
                  EMC
                  Mortgage Corporation and Master Funding LLC relating to Bear Stearns
                  Asset
                  Backed Securities I Trust 2007-AC6, Asset-Backed Certificates,
                  Series
                  2007-AC6

              	 


      

       

      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 September 19, 2007, as amended and
        supplemented by any and all amendments hereto (collectively, “this
        Agreement”), by and among EMC MORTGAGE CORPORATION, a Delaware corporation
        (“EMC” or a “Mortgage Loan Seller”), MASTER FUNDING LLC, a
        Delaware limited liability company (“Master Funding” or a “Mortgage
        Loan Seller”, and together with EMC, the “Mortgage Loan Sellers”) 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, each 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 (the “Certificates”), under a
        pooling and servicing agreement, to be dated as of September 1, 2007 (the
        “Pooling and Servicing Agreement”), among the Purchaser, as depositor,
        EMC, 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 September 18, 2007, to the Prospectus, dated June 26, 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 September 13, 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:  With respect to EMC and the sale of the EMC Mortgage
        Loans, cash in an amount equal to
        $             *             
(plus
        $        *       
in accrued interest).  With respect to Master Funding and the sale
        of the Master Funding Mortgage Loans, cash in an amount equal to
        $            *             
(plus
        $        *       
in accrued interest).

       

      Bear
        Stearns:  Bear, Stearns & Co. Inc.

       

      Closing
        Date:  September 19, 2007.

       

      Custodial
        Agreement:  The custodial agreement, dated as of September 19,
        2007, among the Depositor, EMC, Master Funding, the Trustee and the
        Custodian.

       

      Custodian: 
        Wells Fargo.

       

      Cut-off
        Date Balance:  Shall mean $ 259,073,325.19.

       

      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:  EMC
        Mortgage Corporation.

       

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

       

      EMC
        Mortgage Loans:  The Mortgage Loans identified as such on the
        Mortgage Loan Schedule for which EMC is the applicable Mortgage Loan
        Seller.

       

      Fitch:  Fitch
        Ratings, or its successors in interest.

       

      Master
        Funding: Master Funding LLC.

       

      Master
        Funding  Mortgage Loans:  The Mortgage Loans identified
        as such on the Mortgage Loan Schedule for which Master Funding is the applicable
        Mortgage Loan Seller.

       

      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.

      
        __________________ 

        
          * Please
            contact Bear Stearns for pricing information.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      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.

       

      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
        a 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
        Funding) 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 Fitch, 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.

       

      Wells
        Fargo: Wells Fargo Bank,
        National
        Association, or its successors in interest.

       

      SECTION
        2.  Purchase
        and Sale of the Mortgage Loans and Related Rights.

       

      (a)  Upon
        satisfaction of the conditions set forth in Section 11 hereof, each Mortgage
        Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage
        Loans
        sold by such Mortgage Loan Seller having an aggregate outstanding principal
        balance as of the Cut-off Date equal to the 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 each respective Mortgage Loan Seller the
        related Acquisition Price for the Mortgage Loans sold by such Mortgage Loan
        Seller in immediately available funds by wire transfer to such account or
        accounts as shall be designated by such Mortgage Loan Seller.

       

      (d)  In
        addition to the foregoing, on the Closing Date each Mortgage Loan Seller
        assigns
        to the Purchaser all of its right, title and interest in the Servicing
        Agreements.

       

      SECTION
        3.  Mortgage
        Loan Schedule.  EMC (on its own behalf as a Mortgage Loan Seller
        and on behalf of Master Funding) 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
        respective 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 EMC (on its own behalf as a Mortgage Loan
        Seller
        and on behalf of Master Funding) 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.  Each 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 related 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, each 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 such 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, each 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 related 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 to such effect), such
        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 related Mortgage Loan Seller may deliver lost note
        affidavits and indemnities of such 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, such Mortgage Loan
        Seller,
        in lieu of delivering the above documents, may deliver to the Trustee a
        certification by such Mortgage Loan Seller or the Master Servicer to such
        effect. Each 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. EMC (on its own
        behalf
        as a Mortgage Loan Seller and on behalf of Master Funding) 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, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
        Master
        Funding) further agrees that it will cause, at EMC’s own expense, within 30 days
        after the Closing Date, the MERS® System to indicate that such Mortgage Loans
        have been assigned by the related 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. EMC (on its own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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)  Each
        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, each Mortgage Loan Seller will have
        made
        the related Mortgage Files available to the Purchaser or its agent for
        examination which may be at the offices of the Trustee or such Mortgage Loan
        Seller and/or such 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 related 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, each Mortgage Loan Seller
        shall
        make the related Mortgage Files available to the Purchaser or its agent from
        time to time so as to permit the Purchaser to confirm such Mortgage Loan
        Seller’s compliance with the delivery and recordation requirements of this
        Agreement and the Pooling and Servicing Agreement.

       

      (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 parties indicated on Exhibit One to the
        Custodial Agreement 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 EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding), 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. EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) shall correct or cure any such defect within 90 days from
        the
        date of notice from the Trustee of the defect and if EMC (on its own behalf
        as a
        Mortgage Loan Seller and on behalf of Master Funding) does not correct or
        cure
        such defect within such period and such defect materially and adversely affects
        the interests of the Certificateholders in the related Mortgage Loan, EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        will,
        in accordance with the terms of the Pooling and Servicing Agreement, provide
        the
        Trustee with a Replacement Mortgage Loan, purchase the related Mortgage Loan
        at
        the applicable Purchase Price or 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.;
        provided, however, that if such defect relates solely to the
        inability of EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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, EMC (on its own behalf as Seller and on behalf of Master Funding)
        shall not be required to purchase such Mortgage Loan if EMC (on its own behalf
        as a Mortgage Loan Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan
        Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) shall instead deliver a recording receipt of such
        recording office or, if such receipt is not available, a certificate of EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        or a
        Servicing Officer confirming that such documents have been accepted for
        recording, and delivery to the Trustee shall be effected by EMC (on its own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) within
        thirty
        days of its receipt of the original recorded document.

       

      (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 EMC (on its own behalf as a
        Mortgage Loan Seller and on behalf of Master Funding), 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 EMC
        (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        of
        such Material Defect.  EMC (on its own behalf as a Mortgage Loan
        Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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, EMC (on its own behalf as
        a
        Mortgage Loan Seller and on behalf of Master Funding) will, in accordance
        with
        the terms of the Pooling and Servicing Agreement provide the Trustee with
        a
        Replacement Mortgage Loan (if within two years of the Closing Date), purchase
        the related Mortgage Loan at the applicable Purchase Price or 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; provided, however, that
        if such defect relates solely to the inability of EMC (on its own behalf
        as a
        Mortgage Loan Seller and on behalf of Master Funding) 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, EMC (on its own behalf as a Mortgage
        Loan Seller and on behalf of Master Funding) shall not be required to purchase
        such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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
        EMC
        (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        shall instead deliver a recording receipt of such recording office or, if
        such
        receipt is not available, a certificate of EMC (on its own behalf as a Mortgage
        Loan Seller and on behalf of Master Funding) or a Servicing Officer confirming
        that such documents have been accepted for recording, and delivery to the
        Trustee shall be effected by EMC (on its own behalf as a Mortgage Loan Seller
        and on behalf of Master Funding) within thirty days of its receipt of the
        original recorded document.

       

      (e)  At
        the
        time of any substitution, EMC (on its own behalf as a Mortgage Loan Seller
        and
        on behalf of Master Funding) 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
        EMC (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
        Master
        Funding) title to such Deleted Mortgage Loan.

       

      SECTION
        6.  Recordation
        of Assignments of Mortgage.

       

      (a)  EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        will,
        promptly after the Closing Date, cause each Mortgage and each assignment
        of
        Mortgage from the Mortgage Loan Sellers 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, EMC (on its
        own behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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 EMC 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, EMC (on
        its
        own behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 EMC.

       

      (b)  It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by each 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 such Mortgage
        Loan Seller to the Purchaser to secure a debt or other obligation of that
        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 such 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 such Mortgage Loan Seller
        to the Purchaser of a security interest in all of such 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. EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of Master Funding) 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 EMC Concerning the Mortgage Loans. EMC 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, that:

       

      (a)  The
        information set forth
        in the Mortgage Loan Schedule hereto is true and correct in all material
        respects.

      
         

        (b)  As
          of the
          Cut-off Date, none of the Mortgage Loans is 30 days or more Delinquent
          in
          payment of principal or interest.

         

        (c)  Immediately
          prior to the transfer to the Purchaser, the related 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.

         

        (d)  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.

         

        (e)  Except
          as
          otherwise provided herein  or as otherwise disclosed, immediately
          prior to the Cut-off Date there is no material default existing under any
          Mortgage or the related Mortgage  Note.

         

        (f)  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.

         

        (g)  No
          selection procedure reasonably believed by the related Mortgage Loan Seller
          to
          be adverse to the interests of the Certificateholders was utilized in selecting
          the Mortgage Loans.

         

        (h)  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 deminimis 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.

         

        (i)  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.

         

        (j)  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.

         

        (k)  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.

         

        (l)  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.

         

        (m)  The
          Mortgaged Property and all improvements thereon comply with all requirements
          of
          any applicable zoning and subdivision laws and ordinances.

         

        (n)  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 was qualified
          to do
          business in the jurisdiction where the related  Mortgaged Property is
          located, insuring such 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 related 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.

         

        (o)  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.

         

        (p)  The
          improvements on each Mortgaged Property securing a Mortgage Loan are insured
          (by
          an insurer which is acceptable to the related 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.

         

        (q)  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).

         

        (r)  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).

         

        (s)  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.

         

        (t)  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 6.0,
          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.

         

        (u)  Each
          Mortgage Loan was originated in accordance with the underwriting guidelines
          of
          the related originator.

         

        (v)  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.

         

        (w)  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.

         

        (x)  The
          Mortgage Loans are currently being
          serviced in accordance with accepted servicing practices.

         

        (y)  With
          respect to each Mortgage Loan that has a prepayment penalty feature, each
          such
          prepayment penalty is enforceable and will be enforced by the related 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.

         

        (z)  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.

         

        (aa)  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 EMC, the Purchaser or the Trustee of a
        breach
        of any representation or warranty of EMC 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 EMC, or the date EMC is notified by the party discovering or receiving
        notice
        of such breach (whichever occurs earlier), EMC 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, EMC 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
        EMC shall have no obligation to repurchase or substitute for such Mortgage
        Loan.
        The obligations of EMC 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 EMC to indemnify the Purchaser
        for such breach as set forth in and limited by Section 14 hereof.

       

      Any
        cause
        of action against EMC or relating to or arising out of a breach by EMC of
        any
        representations and warranties made in this Section 7 shall accrue as to
        any
        Mortgage Loan upon (i) discovery of such breach by EMC or notice thereof
        by the
        party discovering such breach and (ii) failure by EMC 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 EMC. As of the date hereof and as of the Closing
        Date, EMC represents and warrants to the Purchaser and Master Funding as
        to
        itself in the capacity indicated as follows:

       

      (a)  EMC
        (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 EMC’s business as presently conducted or on EMC’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)  EMC
        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 EMC 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 EMC; 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 EMC or its properties or
        the
        charter or by-laws of EMC, except those conflicts, breaches or defaults which
        would not reasonably be expected to have a material adverse effect on EMC’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 EMC 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 EMC and, assuming due authorization,
        execution and delivery by the Purchaser, constitutes a valid and binding
        obligation of EMC 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 EMC, threatened
        against EMC, 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 EMC could reasonably
        be expected to be determined adversely to EMC and will if determined adversely
        to EMC materially and adversely affect EMC’s ability to perform its obligations
        under this Agreement or any other Transaction Document to which it is a party;
        and EMC 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 Sellers 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 Sellers, 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.  Representations
        and Warranties Concerning Master Funding.  As of the date hereof
        and as of the Closing Date, Master Funding represents and warrants to EMC
        and
        the Purchaser as follows:

       

      (a)  Master
        Funding (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 Master Funding’s
        business as presently conducted or on Master Funding’s ability to enter into
        this Agreement and to consummate the transactions contemplated
        hereby;

       

      (b)  Master
        Funding 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;

       

      (c)  The
        execution and delivery by Master Funding of this Agreement has been duly
        authorized by all necessary action on the part of Master Funding; 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 Master Funding or its properties or
        the
        written consent of the sole member or limited liability company agreement
        of
        Master Funding, except those conflicts, breaches or defaults which would
        not
        reasonably be expected to have a material adverse effect on Master Funding’s
        ability to enter into this Agreement and to consummate the transactions
        contemplated hereby;

       

      (d)  The
        execution, delivery and performance by Master Funding 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)  This
        Agreement has been duly executed and delivered by Master Funding and, assuming
        due authorization, execution and delivery by the Purchaser or the parties
        thereto, constitutes a valid and binding obligation of Master Funding
        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); and

       

      (f)  There
        are
        no actions, suits or proceedings pending or, to the knowledge of Master Funding,
        threatened against Master Funding, before or by any court, administrative
        agency, arbitrator or governmental body (i) with respect to any of the
        transactions contemplated by this Agreement or (ii) with respect to any other
        matter which in the judgment of Master Funding could reasonably be expected
        to
        be determined adversely to Master Funding and if determined adversely to
        Master
        Funding materially and adversely affect Master Funding’s ability to perform its
        obligations under this Agreement; and Master Funding 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.

       

      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 each 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 each 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 each of the Mortgage Loan Sellers.

       

      (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 EMC dated
        as of the Closing Date, in a form reasonably acceptable to the Purchaser,
        and
        attached thereto the resolutions of EMC authorizing the transactions
        contemplated by this Agreement, together with copies of the articles of
        incorporation, by-laws and certificate of good standing of
        EMC;

       

      (iii)  A
        certificate of an officer of Master
        Funding dated as of the Closing Date, in a form reasonably acceptable to
        the
        Purchaser, and attached thereto the resolutions of Master Funding authorizing
        the transactions contemplated by this Agreement, together with copies of
        the
        written consent of the sole member, limited liability company agreement and
        certificate of good standing of Master Funding;

       

      (iv)  One
        or
        more opinions of counsel from the Mortgage Loan Sellers’ counsel otherwise in
        form and substance reasonably satisfactory to the Purchaser, the Trustee
        and
        each Rating Agency;

       

      (v)  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

       

      (vi)  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)  Each
        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 each 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
        each Mortgage Loan Seller shall have received a certificate to that effect
        signed by an authorized officer of the Purchaser.

       

      (2)  Each
        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
        each
        Mortgage Loan Seller, duly executed by all signatories other than the related
        Mortgage Loan Seller as required pursuant to the respective terms
        thereof:

       

      (i)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to EMC, 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 each 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 each 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, EMC (on its own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 Sellers’ 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 each 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. EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) 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.  EMC (on its own behalf as a
        Mortgage Loan Seller and on behalf of Master Funding) 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 EMC’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 EMC will
        be delivered to the Purchaser dated the date of the Prospectus Supplement,
        in
        the form previously agreed to by EMC and the Purchaser, with respect to such
        statistical information.

       

      SECTION
        14.  Indemnification.

       

      (a)  EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        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 Sellers’ 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 EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        and in
        which additional Mortgage Loan Sellers’ Information is identified), in reliance
        upon and in conformity with Mortgage Loan Sellers’ 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 EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        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 EMC or
        Master Funding otherwise may have to the Purchaser or any other such indemnified
        party.

       

      (b)  The
        Purchaser shall indemnify and hold harmless each 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 each 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
        Sellers, 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 Sellers 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 EMC shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive,
        Lewisville, Texas 75067, (Facsimile: (214) 626-4889), Attention: Michelle
        Viner;
        notices to Master Funding shall be directed to Master Funding LLC, 2780 Lake
        Vista Drive, Lewisville, Texas 75067 (Facsimile: (214) 626-4889) Attention:
        Mark
        Novachek; 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 Sellers, 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 Sellers shall be the cure,
        purchase or substitution obligations of EMC 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 any Mortgage Loan
        Seller, if the conditions to the Mortgage Loan Sellers’ 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), EMC (on its
        own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 Sellers 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,
        EMC’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 each
        of
        the Mortgage Loan Sellers 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 Sellers acknowledge and agree that the
        Purchaser may assign its rights under this Agreement (including, without
        limitation, with respect to the EMC’s representations and warranties respecting
        the Mortgage Loans) to the Trustee. Any person into which any Mortgage Loan
        Seller may be merged or consolidated (or any person resulting from any merger
        or
        consolidation involving such Mortgage Loan Seller), any person resulting
        from a
        change in form of such Mortgage Loan Seller or any person succeeding to the
        business of such Mortgage Loan Seller, shall be considered the “successor” of
        such 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 Sellers.  EMC 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.  Master Funding will keep in full force and effect its
        existence, all rights and franchises as a limited liability company under
        the
        laws of the State of its formation and will obtain and preserve its
        qualification to do business as a foreign limited liability company 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.

       

      [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:_______________________________   

                

              
	 	 
	 	
                MASTER
                  FUNDING 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 Trust 2007-AC6,
        Asset-Backed Certificates, Series 2007-AC6,” or to blank and showing to the
        extent available to the Mortgage Loan Sellers an unbroken chain of endorsements
        from the related originator, at the time they made the initial endorsement,
        to
        the last endorsee up to and including the point the sponsor acquired such
        mortgage loan;

       

      (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 blank or 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 Trust 2007-AC6, Asset-Backed Certificates,
        Series 2007-AC6,” 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 original 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, the related 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 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 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. EMC (on its
        own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) 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 EMC (on its own behalf as a Mortgage
        Loan
        Seller and on behalf of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller
        and on behalf of Master Funding) and its successors and assigns.  In
        the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding), 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, EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) shall submit or cause to be submitted for recording as specified
        above or, should EMC (on its own behalf as a Mortgage Loan Seller and on
        behalf
        of Master Funding) 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 EMC (on its own behalf as a Mortgage Loan Seller
        and on behalf of Master Funding) or 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      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 Sellers’ Information.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        5

      SCHEDULE
        OF LOST NOTES

       

      Available
        Upon Request

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        6

       

      REVISED
March 1,
        2007

       

      


      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 etseq.

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

                Effective
                  June 2, 2003

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 etseq.

                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
                  etseq.

                Effective
                  October 1, 2001

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq. 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 etseq.

                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-1etseq.

                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
                  etseq.

                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 etseq.

                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-1-101etseq.

                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 etseq.

                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 etseq. and 209 C.M.R. §§ 40.01
                  etseq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  etseq.

                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 etseq.

                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
                  etseq.

                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 etseq. 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 etseq.
                  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
                  etseq.

                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 etseq. 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 etseq.

                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
                  etseq.

                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 etseq.

                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
                  etseq.

                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 etseq.

                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
                  etseq.

                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
                  etseq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                Consumer
                  Home Loan

              


      

      Revised
        03/01/07

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        A

      


      REQUIRED
        RATINGS FOR EACH CLASS OF CERTIFICATES

       

      Public
        Certificates

      


      
        
          	
                  Class

                	
                  S&P

                	
                  Fitch

                
	
                  A-1

                	
                  AAA

                	
                  AAA

                
	
                  A-2

                	
                  AAA

                	
                  AAA

                
	
                  A-3

                	
                  AAA

                	
                  AAA

                
	
                  A-4

                	
                  AAA

                	
                  AAA

                
	
                  A-5

                	
                  AAA

                	
                  AAA

                
	
                  A-6

                	
                  AAA

                	
                  AAA

                
	
                  A-7

                	
                  AAA

                	
                  AAA

                
	
                  B-1

                	
                  AA

                	
                  AA

                
	
                  B-2

                	
                  A

                	
                  A

                
	
                  B-3

                	
                  BBB

                	
                  BBB

                
	
                  PO

                	
                  AAA

                	
                  AAA

                
	
                  X

                	
                  AAA

                	
                  AAA

                
	
                  R

                	
                  AAA

                	
                  AAA

                


        

      

       

      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

                

              	 	
                
                  Fitch

                

              
	
                B-4

              	 	
                BB

              	 	
                BB

              
	
                B-5

              	 	
                B

              	 	
                B

              
	
                B-6

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              
	
                P

              	 	
                Not
                  Rated

              	 	
                Not
                  Rated

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        M

      


      [Reserved]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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-AC6-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
        September 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

       

      BANK
        OF AMERICA SERVICING AGREEMENT

       

      Execution
        Copy

      


      EXHIBIT
        Q1

       

       

      
        	 


      

       

       

       

       

      SECOND
        AMENDED AND RESTATED

      FLOW
        MORTGAGE LOAN SALE AND SERVICING AGREEMENT

       

       

      between


       

      BANK
        OF
        AMERICA, NATIONAL ASSOCIATION,

      as
        Seller
        and as Servicer,

      
 

       

      and

       

      


       

      EMC
        MORTGAGE CORPORATION

      as
        Purchaser

       

       

      February
        1, 2006

       

      Residential
        Mortgage Loans

       

      


       

      


       

      
        	 


      

      


      


      


      
        	
                TABLE
                  OF CONTENTS

                 

              
	
                Page

              
	 
	
                SECTION
                  1.  Definitions.

              
	
                SECTION
                  2.  Purchase and Conveyance.

              
	
                SECTION
                  3.  Mortgage Loan Schedule.

              
	
                SECTION
                  4.  Purchase Price.

              
	
                SECTION
                  5.  Examination of Mortgage Files.

              
	
                SECTION
                  6.  Delivery of Mortgage Loan Documents.

              
	
                Subsection
                  6.01  Possession of Mortgage Files.

              
	
                Subsection
                  6.02  Books and Records.

              
	
                Subsection
                  6.03  Delivery of Mortgage Loan Documents.

              
	
                SECTION
                  7.  Representations, Warranties and Covenants; Remedies for
                  Breach.

              
	
                Subsection
                  7.01  Representations and Warranties Regarding Individual
                  Mortgage Loans.

              
	
                Subsection
                  7.02  Seller and Servicer Representations.

              
	
                Subsection
                  7.03  Remedies for Breach of Representations and
                  Warranties.

              
	
                Subsection
                  7.04  Repurchase of Certain Prepaid or Converted Mortgage
                  Loans.

              
	
                SECTION
                  8.  Closing Conditions.

              
	
                SECTION
                  9.  [Reserved.]

              
	
                SECTION
                  10.  Costs.

              
	
                SECTION
                  11.  Administration and Servicing of Mortgage
                  Loans.

              
	
                Subsection
                  11.01  Servicer to Act as Servicer;
                  Subservicing.

              
	
                Subsection
                  11.02  Liquidation of Mortgage Loans.

              
	
                Subsection
                  11.03  Collection of Mortgage Loan Payments.

              
	
                Subsection
                  11.04  Establishment of Custodial Account; Deposits in Custodial
                  Account.

              
	
                Subsection
                  11.05  Withdrawals From the Custodial
                  Account.

              
	
                Subsection
                  11.06  Establishment of Escrow Account; Deposits in Escrow
                  Account.

              
	
                Subsection
                  11.07  Withdrawals From Escrow Account.

              
	
                Subsection
                  11.08  Payment of Taxes, Insurance and Other Charges;
                  Collections Thereunder.

              
	
                Subsection
                  11.09  Transfer of Accounts.

              
	
                Subsection
                  11.10  Maintenance of Hazard Insurance.

              
	
                Subsection
                  11.11  Maintenance of Primary Mortgage Insurance Policy;
                  Claims.

              
	
                Subsection
                  11.12  Fidelity Bond; Errors and Omissions
                  Insurance.

              
	
                Subsection
                  11.13  Title, Management and Disposition of REO
                  Property.

              
	
                Subsection
                  11.14  Servicing Compensation.

              
	
                Subsection
                  11.15  Distributions.

              
	
                Subsection
                  11.16  Statements to the Purchaser.

              
	
                Subsection
                  11.17  Advances by the Servicer.

              
	
                Subsection
                  11.18  Assumption Agreements.

              
	
                Subsection
                  11.19  Satisfaction of Mortgages and Release of Mortgage
                  Files.

              
	
                Subsection
                  11.20  Annual Statement as to Compliance.

              
	
                Subsection
                  11.21  Annual Independent Public Accountants’ Servicing
                  Report.

              
	
                Subsection
                  11.22  Servicer Shall Provide Access and Information as
                  Reasonably Required.

              
	
                Subsection
                  11.23  Inspections.

              
	
                Subsection
                  11.24  Restoration of Mortgaged Property.

              
	
                SECTION
                  12.   The Servicer.

              
	
                Subsection
                  12.01  Indemnification; Third Party Claims.

              
	
                Subsection
                  12.02  Merger or Consolidation of the
                  Servicer.

              
	
                Subsection
                  12.03  Limitation on Liability of the Servicer and
                  Others.

              
	
                Subsection
                  12.04  Seller and Servicer Not to Resign.

              
	
                SECTION
                  13.  Default.

              
	
                Subsection
                  13.01  Events of Default.

              
	
                Subsection
                  13.02  Waiver of Default.

              
	
                SECTION
                  14.  Termination.

              
	
                Subsection
                  14.01  Termination.

              
	
                Subsection
                  14.02  Successors to the Servicer.

              
	
                SECTION
                  15.  Notices.

              
	
                SECTION
                  16.  Severability Clause.

              
	
                SECTION
                  17.  No Partnership.

              
	
                SECTION
                  18.  Counterparts.

              
	
                SECTION
                  19.  Governing Law.

              
	
                SECTION
                  20.  Intention of the Parties.

              
	
                SECTION
                  21.  Waivers.

              
	
                SECTION
                  22.  Exhibits.

              
	
                SECTION
                  23.  General Interpretive Principles.

              
	
                SECTION
                  24.  Reproduction of Documents.

              
	
                SECTION
                  25.  Amendment.

              
	
                SECTION
                  26.  Confidentiality.

              
	
                SECTION
                  27.  Entire Agreement.

              
	
                SECTION
                  28.  Further Agreements; Securitization.

              
	
                SECTION
                  29.  Successors and Assigns.

              
	
                SECTION
                  30.  Non-Solicitation.

              
	
                SECTION
                  31.  Protection of Consumer
                  Information.

              


      

      


      


      
        	
                EXHIBITS

                 

              
	
                EXHIBIT
                  1                                MORTGAGE
                  LOAN DOCUMENTS

                 

              
	
                EXHIBIT
                  2                                CONTENTS
                  OF EACH MORTGAGE FILE

                 

              
	
                EXHIBIT
                  3                                UNDERWRITING
                  GUIDELINES

                 

              
	
                EXHIBIT
                  4                                FORM
                  OF LOST NOTE AFFIDAVIT

                 

              
	
                EXHIBIT
                  5                                FORM
                  OF MONTHLY REMITTANCE REPORT

                 

              
	
                EXHIBIT
                  6                                FORM
                  OF TERM SHEET

                 

              
	
                EXHIBIT
                  7                                FORM
                  OF CERTIFICATION TO BE PROVIDED BY THE SERVICER

                 

              


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECOND
        AMENDED AND RESTATED

      FLOW
        MORTGAGE LOAN SALE AND SERVICING AGREEMENT

       

       

      THIS
        SECOND AMENDED AND RESTATED FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT
        (the
“Agreement”), dated February 1, 2006, is hereby executed by and
        between EMC MORTGAGE CORPORATION, a Delaware corporation, as purchaser (the
        “Purchaser”), and BANK OF AMERICA, NATIONAL ASSOCIATION, a national
        banking association, as seller (the “Seller”) and as servicer (the
“Servicer”).

       

      WITNESSETH:

       

      WHEREAS,
        the Seller, the Servicer and the Purchaser are parties to an Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of April
        1,
        2005 (the “Existing Flow Agreement”), by and among the Seller, the
        Servicer and the Purchaser; and

       

       

      WHEREAS,
        the Seller has agreed to sell from time to time to the Purchaser, and the
        Purchaser has agreed to purchase from time to time from the Seller, certain
        conventional, residential, first-lien mortgage loans (the “Mortgage
        Loans”) as described herein on a servicing-retained basis, and which shall
        be delivered as whole loans as provided herein; and

       

       

      WHEREAS,
        the Mortgage Loans will be sold by the Seller and purchased by the Purchaser
        as
        pools or groups of whole loans, servicing retained (each, a “Mortgage Loan
        Package”) on the various Closing Dates as provided herein; and

       

       

      WHEREAS,
        each of the Mortgage Loans will be secured by a mortgage, deed of trust or
        other
        security instrument creating a first lien on a residential dwelling located
        in
        the jurisdiction indicated on the related Mortgage Loan Schedule which will
        be
        annexed to a Term Sheet (as defined herein) on the related Closing Date;
        and

       

       

      WHEREAS,
        the Purchaser, the Seller and the Servicer wish to prescribe the manner of
        the
        conveyance, servicing and control of the Mortgage Loans;

       

       

      NOW,
        THEREFORE, in consideration of the premises and mutual agreements set forth
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the Purchaser, the Seller and
        the
        Servicer agree that the Existing Flow Agreement is hereby amended and restated
        in its entirety as set forth in the heading and recitals hereto and as
        follows:

       

      
        	
                SECTION
                  1.         
                   

              	
                Definitions.

              


      

       

       

      For
        purposes of this Agreement, the following capitalized terms shall have the
        respective meanings set forth below.

       

      Adjustable
        Rate Mortgage Loan:  A Mortgage Loan that contains a provision
        pursuant to which the Mortgage Interest Rate is adjusted
        periodically.

       

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

       

      Agreement:  This
        Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement including
        all exhibits, schedules, amendments and supplements hereto.

       

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

       

      Appraised
        Value:  With respect to any Mortgaged Property, the lesser of (i)
        the value thereof as determined by a Qualified Appraiser at the time of
        origination of the Mortgage Loan, and (ii) the purchase price paid for the
        related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
        Loan; provided, however, that in the case of a Refinanced Mortgage
        Loan, such value of the Mortgaged Property is based solely upon the value
        determined by an appraisal made for the originator of such Refinanced Mortgage
        Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified
        Appraiser.

       

      Assignment
        of Mortgage:  An individual assignment of the Mortgage, notice of
        transfer or equivalent instrument in recordable form, sufficient under the
        laws
        of the jurisdiction in which the related Mortgaged Property is located to
        give
        record notice of the sale of the Mortgage to the Purchaser.

       

      BPP
        Addendum:  With respect to any BPP Mortgage Loan, a Borrowers
        Protection Plan® addendum to the related Mortgage Note pursuant to which the
        Servicer agrees to cancel (i) certain payments of principal and interest on the
        related Mortgage Loan for up to twelve (12) months upon the disability or
        involuntary unemployment of the Mortgagor or (ii) the outstanding principal
        balance of such Mortgage Loan upon the accidental death of the Mortgagor,
        subject to the terms thereof.  When used herein, a Mortgage Loan to
        which such BPP Addendum relates is a BPP Mortgage Loan, to the extent not
        so
        stated.

       

      BPP
        Fees:  With respect to any BPP Mortgage Loan, any fees payable by
        a Mortgagor for the right to cancel any portion of principal or interest
        of a
        BPP Mortgage Loan pursuant to the terms of the related BPP
        Addendum.

       

      BPP
        Mortgage Loan:  Any Mortgage Loan which includes a BPP Addendum
        under which the Mortgagor accepted the Seller’s Borrowers Protection Plan® and
        is identified on the Mortgage Loan Schedule as a BPP Mortgage Loan, provided
        that such BPP Addendum has not been terminated in accordance with its
        terms.

       

      BPP
        Mortgage Loan Payment:  With respect to any BPP Mortgage Loan, the
        Monthly Covered Amount or Total Covered Amount, if any, payable by the Servicer
        pursuant to Subsection 11.25.

       

      Business
        Day:  Any day other than a Saturday or Sunday, or a day on which
        banking and savings and loan institutions in the States of New York, California
        or Virginia are authorized or obligated by law or executive order to be
        closed.

       

      Closing
        Date:  The date or dates, set forth in the related Term Sheet, on
        which the Purchaser from time to time shall purchase and the Seller from
        time to
        time shall sell the Mortgage Loans identified on the related Mortgage Loan
        Schedule attached thereto.

       

      CLTA:  The
        California Land Title Association or any other successor thereto.

       

      Code:  The
        Internal Revenue Code of 1986, as amended, or any successor statute
        thereto.

       

      Condemnation
        Proceeds:  All awards, compensation and settlements in respect of
        a taking (whether permanent or temporary) of all or part of a Mortgaged Property
        by exercise of the power of condemnation or the right of eminent domain,
        to the
        extent not required to be released to a Mortgagor in accordance with the
        terms
        of the related Mortgage Loan Documents.

       

      Consumer
        Information:  Information including, but not limited to, all
        personal information about the Mortgagors that is supplied to the Seller
        by or
        on behalf of the Mortgagors.

       

      Convertible
        Mortgage Loan:  An Adjustable Rate Mortgage Loan that by its terms
        and subject to certain conditions allows the Mortgagor to convert the adjustable
        Mortgage Interest Rate thereon to a fixed Mortgage Interest Rate.

       

      Covered
        Loan:  A Mortgage Loan categorized as “Covered” pursuant to the
        Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6, Appendix
        E, as revised from time to time and in effect on each related Closing
        Date.

       

      Custodial
        Account:  As defined in Subsection 11.04.

       

      Customary
        Servicing Procedures:  Procedures (including collection
        procedures) that the Servicer customarily employs and exercises in servicing
        and
        administering mortgage loans for its own account and which are in accordance
        with accepted mortgage servicing practices of prudent lending institutions
        and
        the Fannie Mae Guides.

       

      Cut-off
        Date:  With respect to each Mortgage Loan, the first day of the
        month of the related Closing Date as set forth in the related Term
        Sheet.

       

      Cut-off
        Date Principal Balance:  The aggregate Stated Principal Balance of
        the Mortgage Loans, set forth in the related Term Sheet, as of the related
        Cut-off Date which is determined after the application to the reduction of
        principal of payments of principal due on or before the related Cut-off Date,
        whether or not collected (except with respect to Option ARM Mortgage Loans,
        in
        which case, to the extent collected, and of Principal Prepayments received
        before the related Cut-off Date.

       

      Deleted
        Mortgage Loan:  A Mortgage Loan replaced or to be replaced with a
        Substitute Mortgage Loan in accordance with this Agreement.

       

      Determination
        Date:  With respect to each Remittance Date, the 15th day (or, if
        such 15th day is not a Business Day, the following Business Day) of the month
        in
        which such Remittance Date occurs.

       

      Due
        Date:  With respect to each Remittance Date, the first day of the
        month in which such Remittance Date occurs, which is the day on which the
        Monthly Payment is due on a Mortgage Loan, exclusive of any days of
        grace.

       

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

       

      
        Eligible
          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
          institu­tion 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 in­vestment or contractual commitment providing for such
          investment; provided, however, that securities issued by any particular
          corporation will not be Eligible Investments to the extent that investments
          therein will cause the then outstanding principal amount of secur­ities
          issued by such corporation and held as Eligible Investments to exceed 10%
          of the
          aggregate outstand­ing principal balances of all of the Mortgage Loans and
          Eligible Investments;

         

        (v)  commercial
          paper (including both non-interest-bearing discount obligations and
          interest-bearing obliga­tions payable on demand or on a specified date not
          more than one year after the date of issuance there­of) which is 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 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 (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 an Eligible Investment if
          such instrument or security evidences a right to receive only interest
          payments
          with respect to the obli­ga­tions underlying such instrument or if such
          security provides for payment of both principal and interest with a yield
          to
          matur­ity 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.

         

        Escrow
          Account:  As defined in Subsection 11.06.

         

        Escrow
          Payments:  The amounts constituting ground rents, taxes,
          assessments, Primary Mortgage Insurance Policy premiums, fire and hazard
          insurance premiums, flood insurance premiums, condominium charges and other
          payments as may be required to be escrowed by the Mortgagor with the Mortgagee
          pursuant to the terms of any Mortgage Note or Mortgage.

         

        Event
          of Default:  Any one of the conditions or circumstances enumerated
          in Subsection 13.01.

         

        Fannie
          Mae:  The entity formerly known as the Federal National Mortgage
          Association or any successor thereto.

         

        Fannie
          Mae Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae
          Servicers’ Guide and all amendments or additions thereto.

         

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

         

        Fidelity
          Bond:  The fidelity bond required to be obtained by the Servicer
          pursuant to Subsection 11.12.

         

        FIRREA:  The
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
          amended
          and in effect from time to time.

         

        First
          Remittance Date:  With respect to each Mortgage Loan Package, the
          18th day
          (or if
          such 18th day
          is not a Business Day, the Business Day immediately following such 18th
          day) of
          the month following the related Closing Date.

         

        Freddie
          Mac:  The entity formerly known as the Federal Home Loan Mortgage
          Corporation or any successor thereto.

         

        Freddie
          Mac Guide:  The Freddie Mac Single Family Seller/Servicer Guide
          and all amendments or additions thereto.

         

        GAAP:  Generally
          accepted accounting principles consistently applied.

         

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

         

        High
          Cost Loan:  A Mortgage Loan classified as (a) a “high cost” loan under
          the Home Ownership and Equity Protection Act of 1994, as amended, (b) a
“high
          cost home,” “threshold,” “covered” (excluding New Jersey “covered home loans” as
          that term is defined in clause (i) of the definition of that term under
          the New
          Jersey Home Ownership Security Act of 2002 (as amended) that were not originated
          between November 26, 2003 and July 7, 2004), “high risk home,” “predatory” or
          similar loan under any other applicable state, federal or local law or
          (c) a
          Mortgage Loan categorized as “High Cost” pursuant to the Standard & Poor’s
          Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from
          time to time and in effect on each related Closing Date.

         

        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 interest thereon.

         

        Initial
          Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum
          increase or decrease in the Mortgage Interest Rate on the first Adjustment
          Date
          as provided in the related Mortgage Note.

         

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

         

        Lifetime
          Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum
          Mortgage Interest Rate which shall be as permitted in accordance with the
          provisions of the related Mortgage Note.

         

        Liquidation
          Proceeds:  The proceeds received in connection with the
          liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
          sale or otherwise, other than amounts received following the acquisition
          of REO
          Property, Insurance Proceeds and Condemnation Proceeds.

         

        Loan-to-Value
          Ratio:  With respect to any Mortgage Loan as of any date of
          determination, the ratio, expressed as a percentage, on such date of the
          outstanding principal balance of the Mortgage Loan, to the Appraised Value
          of
          the related Mortgaged Property.

         

        LTV:  Loan-to-Value
          Ratio.

         

        Monthly
          Covered Amount:  With respect to any BPP Mortgage Loan, the amount
          of any principal and interest due by a Mortgagor and cancelled for any
          month
          pursuant to the terms of the related BPP Addendum upon the disability or
          involuntary unemployment of such Mortgagor.

         

        Monthly
          Payment:  With respect to any Mortgage Loan (other than an Option
          ARM Mortgage Loan), the scheduled payment of principal and interest payable
          by a
          Mortgagor under the related Mortgage Note on each Due Date, which payment
          may
          change on any Adjustment Date as provided in the related Mortgage Note
          and
          Mortgage for any Adjustable Rate Mortgage Loan.  With respect to any
          Option ARM Mortgage Loan, the payment of interest and/or principal elected
          to be
          paid by a Mortgagor pursuant to the payment options under the related Mortgage
          Note on each Due Date which payment may change on any Due Date as provided
          in
          the related Mortgage Note.

         

        Mortgage:  The
          mortgage, deed of trust or other instrument creating a first lien on the
          Mortgaged Property securing the Mortgage Note.

         

        Mortgage
          File:  With respect to any Mortgage Loan, the items listed in
Exhibit 2 hereto and any additional documents required to be added
          to the Mortgage File pursuant to this Agreement.

         

        Mortgage
          Interest Rate:  With respect to each Mortgage Loan, the annual
          rate at which interest accrues on such Mortgage Loan from time to time
          in
          accordance with the provisions of the related Mortgage Note, including,
          but not
          limited to, the limitations on such interest rate imposed by the Initial
          Rate
          Cap, the Periodic Rate Cap and the Lifetime Rate Cap, if any.

         

        Mortgage
          Loan:  Each mortgage loan sold, assigned and transferred pursuant
          to this Agreement and identified on the Mortgage Loan Schedule annexed
          to the
          related Term Sheet, including, 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.

         

        Mortgage
          Loan Documents:  With respect to any Mortgage Loan, the documents
          listed in Exhibit 1 hereto.

         

        Mortgage
          Loan Package:  The pool or group of whole loans purchased on a
          Closing Date, as described in the Mortgage Loan Schedule annexed to the
          related
          Term Sheet.

         

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

         

        Mortgage
          Loan Schedule:  With respect to each Mortgage Loan Package, the
          schedule of Mortgage Loans annexed to the related Term Sheet (and delivered
          in
          electronic format to the Purchaser), such schedule as setting forth the
          following information with respect to each Mortgage Loan: (1) the
          Servicer’s Mortgage Loan identifying number; (2) a code indicating whether
          the Mortgaged Property is owner-occupied, a second home or an investment
          property; (3) the property type for each Mortgaged Property; (4) the
          original months to maturity and the remaining months to maturity from the
          Cut-off Date; (5) the Loan-to-Value Ratio at origination; (6) the
          Mortgage Interest Rate as of the Cut-off Date; (7) the date on which the
          first Monthly Payment was due on the Mortgage Loan, and, if such date is
          not the
          Due Date currently in effect, such Due Date; (8) the stated maturity date;
          (9) the amount of the Monthly Payment as of the Cut-off Date; (10) the
          paid-through date; (11) the original principal amount of the Mortgage Loan;
          (12) the Stated Principal Balance of the Mortgage Loan as of the close of
          business on the Cut-off Date; (13) the Mortgage Loan Remittance Rate as of
          the Cut-off Date; (14) a code indicating the purpose of the Mortgage Loan;
          (15) a code indicating the documentation style; (16) the Appraised
          Value; (17) the identity of the Seller; (18) the street address of the
          Mortgaged Property, including the city, state and zip code; (19) the number
          of times during the twelve (12) month period preceding the Closing Date
          that any Monthly Payment has been received more than thirty (30) days after
          its Due Date; (20) a code indicating whether or not the Mortgage Loan is
          subject to a Primary Mortgage Insurance Policy; (21) the date on which the
          Mortgage Loan was originated; (22) a code indicating whether the Mortgage
          contains a prepayment penalty provision together with the type and term
          of such
          penalty; (23) with respect to each Adjustable Rate Mortgage Loan, the Gross
          Margin; (24) with respect to each Adjustable Rate Mortgage Loan, the Lifetime
          Rate Cap; (25) with respect to each Adjustable Rate Mortgage Loan, the
          Periodic
          Rate Cap; (26) with respect to each Adjustable Rate Mortgage Loan, the
          Initial
          Rate Cap; (27) with respect to each Adjustable Rate Mortgage Loan, the
          Adjustment Date; (28) with respect to each Adjustable Rate Mortgage Loan, a
          code indicating the type of Index; (29) a code indicating whether the Mortgage Loan
          has a
          mandatory arbitration clause; (30) a code indicating whether the
          Mortgage Loan is a BPP Mortgage Loan and (31) a code indicating whether the
          Mortgage Loan is an Option ARM Mortgage Loan.  With respect to the
          Mortgage Loans on the Mortgage Loan Schedule in the aggregate, the Mortgage
          Loan
          Schedule shall set forth the following information, as of the Cut-off Date:
          (i) the number of Mortgage Loans; (ii) the Cut-off Date Principal
          Balance; (iii) the weighted average Mortgage Interest Rate of the Mortgage
          Loans; (iv) the weighted average months to maturity of the Mortgage Loans;
          (v)
          with respect to each Adjustable Rate Mortgage Loan, the weighted average
          Lifetime Rate Cap; and (vi) with respect to each Adjustable Rate Mortgage
          Loan,
          the weighted average Gross Margin.

         

        Mortgage
          Note:  The original executed note or other evidence of the
          Mortgage Loan indebtedness of a Mortgagor, including any riders or addenda
          thereto.

         

        Mortgaged
          Property:  The Mortgagor’s real property securing repayment of a
          related Mortgage Note, consisting of a fee simple interest in a single
          parcel of
          real property improved by a Residential Dwelling.

         

        Mortgagee:  The
          mortgagee or beneficiary named in the Mortgage and the successors and assigns
          of
          such mortgagee or beneficiary.

         

        Mortgagor:  The
          obligor on a Mortgage Note, who is an owner of the Mortgaged Property and
          the
          grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s
          successors in title to the Mortgaged Property.

         

        NAIC:  The
          National Association of Insurance Commissioners or any successor
          organization.

         

        Officer’s
          Certificate:  A certificate signed by the Chairman of the Board,
          the Vice Chairman of the Board, a President or a Vice President of the
          Person on
          behalf of whom such certificate is being delivered.

         

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

         

        Option
          ARM Mortgage Loan:  An Adjustable Rate Mortgage Loan with an
          original term to maturity of not more than thirty (30) years and with respect
          to
          which the related borrower may choose a flexible payment option each month
          pursuant to the terms of the related Mortgage Note.

         

        OTS:  The
          Office of Thrift Supervision or any successor.

         

        P&I
          Advance:  As defined in Subsection 11.17.

         

        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
          provided in the related Mortgage Note.

         

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

         

        Primary
          Mortgage Insurance Policy:  A policy of primary mortgage guaranty
          insurance issued by an insurer acceptable to Fannie Mae or Freddie
          Mac.

         

        Principal
          Prepayment:  Any payment or other recovery of principal on a
          Mortgage Loan which is received in advance of its scheduled Due Date that
          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:  The price paid on the related Closing Date by the
          Purchaser to the Seller pursuant to this Agreement in exchange for the
          Mortgage
          Loans included in the related Mortgage Loan Package, as calculated pursuant
          to
          Section 4 and the related Term Sheet.

         

        Purchase
          Price Percentage:  For each Mortgage Loan included in a Mortgage
          Loan Package, the percentage of par set forth in the related Term Sheet
          that is
          used to calculate the Purchase Price of the Mortgage Loans included in
          such
          Mortgage Loan Package.

         

        Purchaser:  The
          Person listed as such in the initial paragraph of this Agreement, together
          with
          its successors and assigns as permitted under the terms of this
          Agreement.

         

        Qualified
          Appraiser:  An appraiser of a Mortgaged Property duly appointed by
          the originator of the related Mortgage Loan, who had no interest, direct
          or
          indirect, in such Mortgaged Property or in any loan made on the security
          thereof, whose compensation is not affected by the approval or disapproval
          of
          the related Mortgage Loan and who met the qualifications of Fannie Mae
          or
          Freddie Mac and satisfied the requirements of Title XI of
          FIRREA.

         

        Rating
          Agency:  Moody’s Investors Service, Inc., Standard & Poor’s
          Ratings Service, a Division of The McGraw-Hill Companies, Inc., Fitch,
          Inc. or
          any other nationally recognized statistical credit rating agency.

         

        Record
          Date:  The close of business of the last Business Day of the month
          preceding the month of the related Remittance Date.

         

        Refinanced
          Mortgage Loan: A Mortgage Loan the proceeds of which were not used to
          purchase the related Mortgaged Property.

         

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

         

        REO
          Disposition:  The final sale by the Servicer or the
          Purchaser of an REO Property.

         

        REO
          Disposition Proceeds:  All amounts received with respect to
          an REO Disposition pursuant to Subsection 11.13.

         

        REO
          Property:  A Mortgaged Property acquired by the Servicer through
          foreclosure or deed in lieu of foreclosure, as described in
          Subsection 11.13.

         

        Repurchase
          Price:  With respect to any Mortgage Loan, an amount equal to
          (A) the Stated Principal Balance of such Mortgage Loan as of the date of
          repurchase plus (B) interest on such Stated Principal Balance at the
          Mortgage Loan Remittance Rate from and including the last Due Date through
          which
          interest has been paid on behalf of the Mortgagor or advanced by the Servicer
          to
          the day prior to such date of repurchase, less amounts received in respect
          of
          such repurchased Mortgage Loan for distribution in connection with such
          Mortgage
          Loan; provided, however, that if at the time of repurchase the Servicer
          is not
          the Seller or an affiliate of the Seller, the amount described in
          clause (B) shall be computed at the sum of (i) the Mortgage Loan
          Remittance Rate and (ii) the Servicing Fee Rate.

         

        Residential
          Dwelling:  Any one of the following: (i) a detached
          one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
          one-family dwelling unit in a condominium project or (iv) a one-family
          dwelling in a planned unit development, none of which is a cooperative,
          mobile
          or manufactured home.

         

        Sarbanes
          Certifying Party:  A Person who provides a certification required
          under the Sarbanes-Oxley Act of 2002 in connection with a Securitization
          or
          other securitization transaction.

         

        Securities:  The
          securities issued in connection with a Securitization evidencing beneficial
          ownership interests in a trust the assets of which include the Mortgage
          Loans.

         

        Securitization:  The
          transfer of the Mortgage Loans to a trust formed as part of a publicly
          issued
          and/or privately placed, rated securitization, including the issuance of
          the
          related Securities.

         

        Seller:  Bank
          of America, National Association, a national banking association, or its
          successor in interest or any successor to the Seller under this Agreement
          appointed as herein provided.

         

        Servicer:  Bank
          of America, National Association, a national banking association, or its
          successor in interest or any successor to the Servicer under this Agreement
          appointed as herein provided.

         

        Servicing
          Advances:  All customary, reasonable and necessary out-of-pocket
          costs and expenses incurred in the performance by the Servicer of its servicing
          obligations, including, but not limited to, the cost of (a) the
          preservation, restoration and protection of the Mortgaged Property, (b) any
          enforcement or judicial proceedings, including foreclosures, (c) the
          management and liquidation of the Mortgaged Property if the Mortgaged Property
          is acquired in satisfaction of the Mortgage, and (d) payments made by the
          Servicer with respect to a Mortgaged Property pursuant to
          Subsection 11.08.

         

        Servicing
          Fee:  With respect to each Mortgage Loan, the amount of the annual
          fee the Purchaser shall pay to the Servicer, which shall, for each month,
          be
          equal to one-twelfth of the product of the applicable Servicing Fee Rate
          and the
          Stated 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 payable solely from, the interest portion (including recoveries
          with respect to interest from Liquidation Proceeds and other proceeds,
          to the
          extent permitted by Subsection 11.05) of related Monthly Payments collected
          by the Servicer, or as otherwise provided under
          Subsection 11.05.

         

        Servicing
          Fee Rate:  With respect to each Mortgage Loan, the per annum rate
          set forth on the related Mortgage Loan Schedule or if not specified thereon,
          in
          the related Term Sheet.

         

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

         

        Stated
          Principal Balance:  As to each Mortgage Loan as to any date of
          determination, (i) the principal balance of the Mortgage Loan at the
          related Cut-off Date after giving effect to the principal portion of any
          Monthly
          Payments due on or before such date, whether or not received (except with
          respect to Option ARM Mortgage Loans, in which case, to the extent received),
          as
          well as any Principal Prepayments received before such date, 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.

         

        Substitute
          Mortgage Loan:  A mortgage loan substituted by the Seller for a
          Deleted Mortgage Loan which must, on the date of such substitution, be
          approved
          by the Purchaser and (i) have a Stated Principal Balance, after deduction
          of the principal portion of the Monthly Payment due in the month of
          substitution, not in excess of, and not materially greater or less than,
          the
          Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage
          Interest Rate equal to that of the Deleted Mortgage Loan; (iii) have a
          Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan;
          (iv) have a remaining term to maturity not greater than (and not more than
          one year less than) that of the Deleted Mortgage Loan; (v) comply with each
          representation and warranty set forth in Subsection 7.01; (vi) be
          current in the payment of principal and interest; (vii) be secured by a
          Mortgaged Property of the same type and occupancy status as secured the
          Deleted
          Mortgage Loan; and (viii) have payment terms that do not vary in any
          material respect from those of the Deleted Mortgage Loan.

         

        Term
          Sheet:  With respect to each Mortgage Loan and Mortgage Loan
          Package, the Term Sheet, substantially in the form of Exhibit 6 attached
          hereto, confirming the sale by Seller and the purchase by the Purchaser
          of the
          Mortgage Loan Package on the related Closing Date.

         

        Total
          Covered Amount:  With respect to any BPP Mortgage Loan, the
          outstanding principal balance of the Mortgage Loan cancelled pursuant to
          the
          terms of the related BPP Addendum upon the accidental death of the related
          Mortgagor.

         

        Underwriting
          Guidelines:  The underwriting guidelines of the Seller attached
          hereto as Exhibit 3, as may be updated and incorporated into Exhibit
          3 from time to time by providing such updates to the
          Purchaser.  To be applicable to a given Mortgage Loan and Mortgage
          Loan Package purchased and sold hereunder, such updates shall be provided
          to the
          Purchaser in advance of the related Closing Date.


         

        
          	
                  SECTION
                    2.        
                      

                	
                  Purchase
                    and Conveyance.

                


        

         

        The
          Seller, in exchange for the payment of the applicable Purchase Price by
          the
          Purchaser on the related Closing Date, hereby agrees to sell, transfer,
          assign,
          set over and convey to the Purchaser, without recourse, but subject to
          the terms
          of this Agreement, all of its rights, title and interest in and to the
          Mortgage
          Loans in a Mortgage Loan Package having an aggregate Stated Principal Balance
          on
          the related Cut-off Date in an amount as set forth in the related Term
          Sheet, or
          in such other amount as agreed by the Purchaser and the Seller as evidenced
          by
          the actual aggregate principal balance of the Mortgage Loan Package accepted
          by
          the Purchaser on the related Closing Date, together with the related Mortgage
          Files and all rights and obligations arising under the documents contained
          therein, but excluding any BPP Fees.

         

        With
          respect to each Mortgage Loan purchased, the Purchaser shall own and be
          entitled
          to receive:  (a) all principal portion of all Monthly Payments
          due (or received in the case of the Option ARM Mortgage Loans) after the
          applicable Cut-off Date and (b) all other payments and/or recoveries of
          principal collected on or after the applicable Cut-off Date (provided,
          however, that all scheduled payments of principal due on or before the
          applicable Cut-off Date and collected by the Servicer after the applicable
          Cut-off Date shall, except in the case of the Option ARM Mortgage Loans,
          belong
          to the Seller), (c) all payments of interest on the Mortgage Loans net
          of the
          Servicing Fee (minus that portion of any such interest payment that is
          allocable
          to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage
          Loan Payments payable by the Servicer pursuant to Subsection 11.25 with
          respect
          to scheduled principal and interest due after the applicable Cut-off
          Date.


         

        
          	
                  SECTION
                    3.          

                	
                  Mortgage
                    Loan Schedule.

                


        

         

        The
          Seller shall deliver the Mortgage Loan Schedule (which will be annexed
          to the
          related Term Sheet) to the Purchaser at least two (2) Business Days prior
          to the related Closing Date.


         

        
          	
                  SECTION
                    4.          

                	
                  Purchase
                    Price.

                


        

         

        The
          Purchase Price for each Mortgage Loan Package shall be the Purchase Price
          Percentage multiplied by an amount equal to the Cut-off Date Principal
          Balance
          of the Mortgage Loans in such Mortgage Loan Package, or as otherwise calculated
          pursuant to the related Term Sheet, plus accrued interest on the aggregate
          Stated Principal Balance of the Mortgage Loan Package at the weighted average
          Mortgage Loan Remittance Rate from the related Cut-off Date through the
          day
          immediately prior to the related Closing Date, inclusive.  The initial
          principal amount of the Mortgage Loans shall be the aggregate principal
          balance
          of the Mortgage Loans, so computed as of the related Cut-off Date, after
          application of scheduled payments of principal due on or before the related
          Cut-off Date, whether or not collected (except with respect to Option ARM
          Mortgage Loans, in which case, to the extent received).  Such payment
          shall be made to the account designated by the Seller by wire transfer
          of
          immediately available funds by 4:00 p.m. Eastern Standard Time on the related
          Closing Date.


         

        
          	
                  SECTION
                    5.          

                	
                  Examination
                    of Mortgage Files.

                


        

         

        In
          addition to any rights granted to the Purchaser hereunder to underwrite
          the
          Mortgage Loans and review the Mortgage Loan Documents prior to the related
          Closing Date, the Seller shall, prior to the related Closing Date, make
          the
          Mortgage Files available to the Purchaser for examination at the Seller’s
          offices.  Such examination may be made by the Purchaser or its
          designee, at its expense, at any reasonable time before the related Closing
          Date. Such underwriting by the Purchaser or its designee shall not impair
          or
          diminish the rights of the Purchaser or any of its successors under this
          Agreement with respect to a breach of the representations and warranties
          contained in this Agreement.  The fact that the Purchaser or its
          designee has conducted or has failed to conduct any partial or complete
          examination of the Mortgage Files shall not affect the Purchaser’s or any of its
          successors’ rights to demand repurchase or other relief or remedy provided for
          in this Agreement.


         

        
          	
                  SECTION
                    6.          

                	
                  Delivery
                    of Mortgage Loan Documents.

                


        

         

        Subsection
          6.01  Possession
          of Mortgage Files.

         

        The
          contents of each Mortgage File required to be retained by the Servicer
          to
          service the Mortgage Loans pursuant to this Agreement and thus not delivered
          to
          the Purchaser or its designee are and shall be held in trust by the Servicer
          for
          the benefit of the Purchaser as the owner thereof.  The Servicer’s
          possession of any portion of each such Mortgage File is at the will of
          the
          Purchaser for the sole purpose of facilitating servicing of the Mortgage
          Loans
          pursuant to this Agreement, and such retention and possession by the Servicer
          shall be in a custodial capacity only.  The ownership of each Mortgage
          Note, Mortgage and the contents of each Mortgage File is vested in the
          Purchaser
          and the ownership of all records and documents with respect to the related
          Mortgage Loan prepared by or which come into the possession of the Servicer
          shall immediately vest in the Purchaser and shall be retained and maintained,
          in
          trust, by the Servicer at the will of the Purchaser in such custodial capacity
          only.  The Mortgage File retained by the Servicer with respect to each
          Mortgage Loan pursuant to this Agreement shall be appropriately identified
          in
          the Servicer’s computer system to reflect clearly the ownership of such related
          Mortgage Loan by the Purchaser.  The Servicer shall release from its
          custody the contents of any Mortgage File retained by it only in accordance
          with
          this Agreement, except when such release is required in connection with
          a
          repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this
          Agreement or if required under applicable law or court order.  The
          Servicer shall deliver to the Purchaser copies of any documents in a Mortgage
          File reasonably requested by the Purchaser within thirty (30) days after
          the
          date of such request, at the expense of the Purchaser.


         

        Subsection
          6.02  Books
          and Records.

         

        All
          rights arising out of the Mortgage Loans including, but not limited to,
          all
          funds received by the Servicer after the Cut-off Date on or in connection
          with a
          Mortgage Loan as provided in Section 2 shall be vested in the Purchaser,
          subject to this Agreement; provided, however, that all such funds
          received on or in connection with a Mortgage Loan as provided in Section 2
          shall be received and held by the Servicer in trust for the benefit of
          the
          Purchaser as the owner of the Mortgage Loans pursuant to the terms of this
          Agreement.

         

        As
          more
          fully set forth in Section 20, it is the express intention of the parties
          that the transactions contemplated by this Agreement be, and be construed
          as, a
          sale of the Mortgage Loans by the Seller and not a pledge of the Mortgage
          Loans
          by the Seller to the Purchaser to secure a debt or other obligation of
          the
          Seller.  Consequently, the sale of each Mortgage Loan shall be
          reflected as a purchase on the Purchaser’s business records, tax returns and
          financial statements, and as a sale of assets on the Seller’s business records,
          tax returns and financial statements.


         

        Subsection
          6.03  Delivery
          of Mortgage Loan Documents.

         

        With
          respect to each Mortgage Loan, the Seller shall deliver and release to
          the
          Purchaser, or its designee, under a bailee letter, (a) at least two (2)
          Business Days prior to the related Closing Date (or such later date as
          the
          Purchaser may reasonably request), the original Mortgage Note endorsed
          in blank
          and the original Assignment of Mortgage assigned in blank and (b) the other
          Mortgage Loan Documents within a reasonable time following the related
          Closing
          Date.  To the extent that any such Mortgage Loan Documents have been
          delivered for recording and have not yet been returned to the Seller by
          the
          applicable recording office, the Seller shall, promptly following receipt
          by it
          of such Mortgage Loan Documents from the applicable recording office, deliver
          such documents to the Purchaser or its designee; provided, however,
          that the original recorded document or a clerk-certified copy thereof shall
          be
          delivered to the Purchaser no later than one year following the related
          Closing
          Date, subject to the following paragraph.

         

        In
          the
          event that such original or copy of any document submitted for recordation
          to
          the appropriate public recording office is not so delivered to the Purchaser
          or
          its designee within one year following the related Closing Date, and in
          the
          event that the Seller does not cure such failure within sixty (60) days
          after receipt of written notification of such failure from the Purchaser,
          the
          related Mortgage Loan shall, upon the request of the Purchaser, be repurchased
          by the Seller at a price and in the manner specified in
          Subsection 7.03.  The foregoing repurchase obligation shall not
          apply in the event the Seller cannot cause the Servicer to deliver such
          original
          or clerk-certified copy of any document submitted for recordation to the
          appropriate public recording office within the specified period due to
          a delay
          caused by the recording office in the applicable jurisdiction; provided
that the Seller shall cause the Servicer instead to deliver a
          recording
          receipt of such recording office or, if such recording receipt is not available,
          an Officer’s Certificate of a servicing officer of the Servicer, confirming that
          such document has been accepted for recording and that the Servicer shall
          immediately deliver such document upon receipt; and, provided further,
          that if the Seller cannot cause the Servicer to deliver such original or
          clerk-certified copy of any document submitted for recordation to the
          appropriate public recording office within the specified time for any reason
          within twelve (12) months after receipt of written notification of such
          failure from the Purchaser, the Seller shall repurchase the related Mortgage
          Loan at the price and in the manner specified in
          Subsection 7.03.

         

        To
          the
          extent received by it, the Servicer shall promptly 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
          this Agreement.


         

        
          	
                  SECTION
                    7.      
                        

                	
                   Representations,
                    Warranties and Covenants; Remedies for
                    Breach.

                


        

         

        Subsection
          7.01  Representations
          and Warranties Regarding Individual Mortgage Loans.

         

        The
          Seller and, solely if specified below, the Servicer, hereby represent and
          warrant to the Purchaser that, as to each Mortgage Loan, as of the related
          Closing Date or such other date specified herein:

         

        (a)  The
          information set forth in the Mortgage Loan Schedule annexed to the related
          Term
          Sheet and the information contained in the related electronic data file
          delivered by the Seller to the Purchaser is true, correct and complete
          in all
          material respects.

         

        (b)  There
          are
          no defaults by the Seller, the Servicer or any prior originator in complying
          with the terms of the Mortgage, and all taxes, ground rents, governmental
          assessments, insurance premiums, leasehold payments, water, sewer and municipal
          charges 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.

         

        (c)  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
          in the applicable public recording office required by law or if necessary
          to
          maintain the lien priority of the Mortgage, and which have been delivered
          to the
          Purchaser; the substance of any such waiver, alteration or modification
          has been
          approved by the insurer under the Primary Mortgage Insurance Policy, if
          any, and
          by the title insurer, to the extent required by the related policy, and
          is
          reflected on the related Mortgage Loan Schedule.  No other instrument
          of waiver, alteration or modification has been executed, and no Mortgagor
          has
          been released, in whole or in part, except in connection with an assumption
          agreement approved by the insurer under the Primary Mortgage Insurance
          Policy,
          if any, and by the title insurer, to the extent required by the policy,
          and
          which assumption agreement is a part of the Mortgage File and is reflected
          on
          the related Mortgage Loan Schedule.

         

        (d)  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
          and the
          Mortgage, or the exercise of any right thereunder, render either the Mortgage
          Note or the Mortgage unenforceable, in whole or in part, or subject to
          any right
          of rescission, set-off, counterclaim or defense, including, without limitation,
          the defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto; and the Mortgagor was not
          a
          debtor in any state or federal bankruptcy or insolvency proceeding at the
          time
          the Mortgage Loan was originated.

         

        (e)  All
          buildings or other customarily insured improvements upon the Mortgaged
          Property
          are insured by an insurer generally acceptable to Fannie Mae and to prudent
          mortgage lending institutions against loss by fire, hazards of extended
          coverage
          and such other hazards as are provided for in the Fannie Mae Guides as
          well as
          all additional requirements set forth herein, pursuant to an insurance
          policy
          conforming to the requirements of Customary Servicing Procedures and providing
          coverage in an amount equal to the lesser of (i) the full insurable value
          of the Mortgaged Property or (ii) the outstanding principal balance owing
          on the Mortgage Loan.  All such insurance policies are in full force
          and effect and contain a standard mortgagee clause naming the originator
          of the
          Mortgage Loan, its successors and assigns as mortgagee and all premiums
          thereon
          have been paid.  If the Mortgaged Property is in an area identified on
          a flood hazard map or flood insurance rate map issued by the Federal Emergency
          Management Agency as having special flood hazards (and such flood insurance
          has
          been made available), a flood insurance policy meeting the requirements
          of the
          current guidelines of the Federal Insurance Administration is in effect
          which
          policy conforms to the requirements of Fannie Mae or Freddie Mac. 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.

         

        (f)  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, fair housing or disclosure
          laws
          applicable to the origination and servicing of the Mortgage Loans have
          been
          complied with.  None of the Mortgage Loans are (i) Covered Loans or
          (ii) High Cost Loans.  The Servicer 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 Servicer’s office
          during normal business hours upon reasonable advance notice.

         

        (g)  The
          Mortgage has not been satisfied, canceled, subordinated or rescinded, in
          whole
          or in part (other than as to Principal Prepayments in full which may have
          been
          received on or after the related Cut-off Date and prior to the related
          Closing
          Date), 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 satisfaction, cancellation, subordination, rescission or
          release.  Neither the Seller nor the Servicer has 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, and
          neither
          the Seller nor the Servicer has waived any default.

         

        (h)  The
          Mortgage is a valid, existing, perfected and enforceable first lien on
          the
          Mortgaged Property, including all improvements on the Mortgaged Property,
          free
          and clear of all adverse claims, liens and encumbrances having priority
          over the
          lien of the Mortgage, subject only to (i) the lien of current real property
          taxes and assessments not yet due and payable, (ii) covenants, conditions
          and restrictions, rights of way, easements and other matters of the public
          record as of the date of recording being acceptable to mortgage lending
          institutions generally and either (A) specifically referred to in the
          lender’s title insurance policy, if any, delivered to the originator of the
          Mortgage Loan or (B) which do not adversely affect the Appraised Value of
          the Mortgaged Property and (iii) 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 and enforceable first lien and first priority
          security
          interest on the property described therein and the Seller has the full
          right to
          sell and assign the same to the Purchaser.

         

        (i)  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 except as enforceability may be limited
          by
          (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
          reorganization or other similar laws affecting the enforcement of the rights
          of
          creditors and (ii) general principles of equity, whether enforcement is
          sought in a proceeding in equity or at law and the Seller has taken all
          action
          necessary to transfer such rights of enforceability to the
          Purchaser.

         

        (j)  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, and the Mortgage Note and the Mortgage have been duly and properly
          executed by such parties.  Either the Mortgagor is a natural person or
          the related co-borrower or guarantor is a natural person.

         

        (k)  The
          proceeds of the Mortgage Loan have been fully disbursed to or for the account
          of
          the Mortgagor and there is no obligation for the Mortgagee to advance additional
          funds thereunder and any and all requirements as to completion of any on-site
          or
          off-site improvement 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 have been
          paid,
          and the Mortgagor is not entitled to any refund of any amounts paid or
          due to
          the Mortgagee pursuant to the Mortgage Note or Mortgage.

         

        (l)  The
          Seller and all other parties which have had any interest in the Mortgage
          Loan,
          whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
          period
          in which they held and disposed of such interest, were) in compliance with
          any
          and all applicable “doing business” and licensing requirements of the laws of
          the state wherein the Mortgaged Property is located.

         

        (m)  (i)
          With
          respect to each Mortgage Loan, the Mortgage Loan is covered by an ALTA
          or CLTA
          lender’s title insurance policy, acceptable to Fannie Mae or Freddie Mac, issued
          by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified
          to do
          business in the jurisdiction where the Mortgaged Property is located, insuring
          (subject to the exceptions contained in (h)(i), (ii) and (iii) above) the
          Seller, 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 any
          Adjustable Rate Mortgage Loan, 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 or Monthly Payment,
          (ii)
          with respect to certain Refinanced Mortgage Loans, a title search has been
          doing
          showing no lien (other than the exceptions contained in (h)(i), (ii) or
          (iii)
          above) on the related Mortgaged Property senior to the lien of the Mortgage
          or
          (iii) in the case of any Mortgage Loan secured by a Mortgaged Property
          located
          in a jurisdiction where title insurance policies are generally not available,
          an
          opinion of counsel of the type customarily rendered in such jurisdiction
          in lieu
          of title insurance is instead received.  For each Mortgage Loan
          covered by a title insurance policy, (i) the Seller and its successors
          and
          assigns are the sole insureds of such lender’s title insurance policy, 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 and will inure to the benefit of the Purchaser and its assigns
          without
          any further act and (ii) no claims have been made under such lender’s title
          insurance policy, and the Seller has not done, by act or omission, anything
          which would impair the coverage of such lender’s title insurance
          policy.

         

        (n)  Other
          than Mortgage Loans delinquent fewer than thirty (30) days as of the related
          Cut-off Date, there is no default, breach, violation or event of acceleration
          existing under the Mortgage or the Mortgage Note and no event which, with
          the
          passage of time or with notice and the expiration of any grace or cure
          period,
          would constitute a default, breach, violation or event permitting acceleration,
          and neither the Seller nor the Servicer has waived any default, breach,
          violation or event permitting acceleration.

         

        (o)  There
          are
          no mechanics’ or similar liens or claims filed for work, labor or material (and
          no rights are outstanding that under law could give rise to such lien)
          affecting
          the related Mortgaged Property which are or may be liens prior to, or equal
          or
          coordinate with, the lien of the related Mortgage.

         

        (p)  All
          improvements which were considered in determining the Appraised Value of
          the
          related Mortgaged Property lay wholly within the boundaries and building
          restriction lines of the Mortgaged Property, and no improvements on adjoining
          properties encroach upon the Mortgaged Property.

         

        (q)  The
          Mortgage Loan was originated by a commercial bank or similar banking institution
          which is supervised and examined by a federal or state authority, or by
          a
          mortgagee approved by the Secretary of HUD.

         

        (r)  Payments
          on the Mortgage Loan commenced no more than sixty (60) days after the proceeds
          of the Mortgage Loan were disbursed.  The Mortgage Loans identified on
          the related Mortgage Loan Schedule have an original term to maturity of
          not more
          than thirty (30) years, with interest payable in arrears on the first day
          of the
          month.  As to each Adjustable Rate Mortgage Loan, on each applicable
          Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the
          sum of
          the Index plus the applicable Gross Margin, rounded up or down as provided
          in
          the Mortgage Note; provided, however, that the Mortgage Interest Rate
          will not increase or decrease by more than the Initial Rate Cap on the
          first
          Adjustment Date or the Periodic Rate Cap on any subsequent Adjustment Date,
          and
          will in no event exceed the Lifetime Rate Cap.  Each Mortgage Note
          evidencing a Mortgage Loan other than an Adjustable Rate Mortgage Loan
          requires
          a Monthly Payment which is sufficient to amortize the original principal
          balance
          fully over the original term thereof and to pay interest at the related
          Mortgage
          Interest Rate.  Except with respect to Option ARM Mortgage Loans, each
          Mortgage Note evidencing an Adjustable Rate Mortgage Loan requires a Monthly
          Payment which is sufficient (i) during the period prior to the first adjustment
          to the Mortgage Interest Rate, to amortize the original principal balance
          fully
          over the original term thereof and to pay interest at the related Mortgage
          Interest Rate, and (ii) during the period following each Adjustment Date,
          to
          amortize the outstanding principal balance fully 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.  Except with respect to Option ARM
          Mortgage Loans, no Mortgage Note evidencing an Adjustable Rate Mortgage
          Loan
          permits negative amortization.  Interest on the Mortgage Note is
          calculated on the basis of a 360-day year consisting of twelve 30-day
          months.

         

        (s)  There
          is
          no proceeding pending or, to the Seller’s knowledge, threatened for the total or
          partial condemnation of the Mortgaged Property and such property is in
          good
          repair and is not subject to material damage by waste, fire, earthquake
          or earth
          movement, windstorm, flood, tornado or other casualty, that affects materially
          and adversely the value of the Mortgaged Property as security for the Mortgage
          Loan or the use for which the premises were intended.

         

        (t)  The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including (i) in the case of a Mortgage designated as a
          deed of trust, by trustee’s sale, and (ii) otherwise by judicial
          foreclosure.  To the best of the Seller’s knowledge, following the
          date of origination of the Mortgage Loan, the Mortgaged Property has not
          been
          subject to any bankruptcy proceeding or foreclosure proceeding and the
          Mortgagor
          has not filed for protection under applicable bankruptcy laws.  There
          is no homestead or other exemption or right available to the Mortgagor
          or any
          other person which would interfere with the right to sell the Mortgaged
          Property
          at a trustee’s sale or the right to foreclose the Mortgage.

         

        (u)  The
          Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
          Mac.

         

        (v)  The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the corresponding Mortgage on the Mortgaged Property and the security
          interest of any applicable security agreement or chattel mortgage referred
          to in
          (h) above.

         

        (w)  The
          Mortgage File contains an appraisal of the related Mortgaged Property,
          in a form
          acceptable to Fannie Mae or Freddie Mac and such appraisal complies with
          the
          requirements of FIRREA, and, to the extent required in the Underwriting
          Guidelines with respect to mortgage loans of the same type as the Mortgage
          Loan,
          was made and signed, prior to the approval of the Mortgage Loan application,
          by
          a Qualified Appraiser.

         

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

         

        (y)  The
          Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
          Loan
          does not have a shared appreciation, balloon payment or other contingent
          interest feature, nor does it contain any “buydown” provision which is currently
          in effect.

         

        (z)  The
          Mortgage contains an enforceable provision for the acceleration of the
          payment
          of the unpaid principal balance of the Mortgage Loan in the event that
          the
          Mortgaged Property is sold or transferred without the prior written consent
          of
          the mortgagee thereunder.

         

        (aa)  The
          Mortgagor has received all disclosure materials required by applicable
          law with
          respect to the making of mortgage loans of the same type as the Mortgage
          Loan
          and rescission materials required by applicable law if the Mortgage Loan
          is a
          Refinanced Mortgage Loan and has acknowledged receipt of such materials
          to the
          extent required by applicable law and such documents will remain in the
          Mortgage
          File.

         

        (bb)  No
          Mortgage Loan has an LTV at origination in excess of 95%.  Each
          Mortgage Loan with an LTV at origination in excess of 80% will be subject
          to a
          Primary Mortgage Insurance Policy, issued by an insurer acceptable to Fannie
          Mae
          or Freddie Mac at the time of origination, which insures that portion of
          the
          Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
          Property as required by Fannie Mae.  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.  Any Mortgage subject to any such Primary Mortgage Insurance
          Policy obligates the Mortgagor thereunder to maintain such insurance and
          to pay
          all premiums and charges in connection therewith at least until the LTV
          of such
          Mortgage Loan is reduced to less than 80%.  The Mortgage Interest Rate
          for the Mortgage Loan does not include any such insurance premium.  No
          Mortgage Loan requires payment of such premiums, in whole or in part, by
          the
          Purchaser.

         

        (cc)  The
          Mortgaged Property is lawfully occupied under applicable law, 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,
          have been made or obtained from the appropriate authorities and no improvement
          located on or part of the Mortgaged Property is in violation of any zoning
          law
          or regulation.

         

        (dd)  The
          Assignment of Mortgage is in recordable form and is acceptable for recording
          under the laws of the jurisdiction in which the Mortgaged Property is
          located.

         

        (ee)  All
          payments required to be made prior to the related Cut-off Date for such
          Mortgage
          Loan under the terms of the Mortgage Note have been made, the Mortgage
          Loan has
          not been dishonored, there are no material defaults under the terms of
          the
          Mortgage Loan and no Mortgage Loan has been more than thirty (30) days
          delinquent more than once in the twelve month period immediately prior
          to the
          related Cut-off Date.

         

        (ff)  None
          of
          the Seller, the Servicer or any prior originator or servicer has advanced
          funds,
          or induced, solicited or knowingly received any advance from any party
          other
          than the Mortgagor, directly or indirectly, for the payment of any amount
          due
          under the Mortgage Loan.

         

        (gg)  With
          respect to each Mortgage Loan, the Seller is in possession of a complete
          Mortgage File except for the documents which have been delivered to the
          Purchaser or which have been submitted for recording and not yet
          returned.

         

        (hh)  Immediately
          prior to the payment of the related Purchase Price, the Seller was the
          sole
          owner and holder of the Mortgage Loans and the indebtedness evidenced by
          the
          Mortgage Note.  The Mortgage Loans, including the Mortgage Note and
          the Mortgage, were not assigned or pledged by the Seller and the Seller
          had good
          and marketable title thereto, and the Seller had full right to transfer
          and sell
          the Mortgage Loans to the Purchaser free and clear of any encumbrance,
          participation interest, lien, equity, pledge, claim or security interest
          and had
          full right and authority subject to no interest or participation in, or
          agreement with any other party to sell or otherwise transfer the Mortgage
          Loans.  Following the sale of the Mortgage Loans, the Purchaser will
          own  such Mortgage Loan free and clear of any encumbrance, equity,
          participation interest, lien, pledge, charge, claim or security
          interest.  The Seller intends to relinquish all rights to monitor,
          possess and control the Mortgage Loan except in connection with the servicing
          of
          the Mortgage Loan by the Servicer as set forth in this
          Agreement.  After the related Closing Date, neither the Seller nor the
          Servicer will have any right to modify or alter the terms of the sale of
          the
          Mortgage Loans and neither the Seller nor the Servicer will have any obligation
          or right to repurchase the Mortgage Loans, except as provided in this Agreement
          or as otherwise agreed to by the Seller, the Servicer and the
          Purchaser.

         

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

         

        (jj)  The
          Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
          in
          effect at the time of origination with exceptions thereto exercised in
          a
          reasonable manner.

         

        (kk)  The
          Mortgaged Property is located in the state identified in the related Mortgage
          Loan Schedule and consists of a parcel of real property with a detached
          single
          family residence erected thereon, or a two- to four-family dwelling, or
          an
          individual condominium unit, or an individual unit in a planned unit
          development; provided,however, that any condominium project or
          planned unit development generally conforms with the Underwriting Guidelines
          regarding such dwellings, and no residence or dwelling is a mobile home,
          manufactured dwelling or cooperative.

         

        (ll)  If
          the
          Mortgaged Property is a condominium unit or a planned unit development
          (other
          than a de minimis planned unit development) such condominium or planned
          unit development project meets Fannie Mae or Freddie Mac eligibility
          requirements for sale to Fannie Mae or Freddie Mac, as the case may be,
          or is
          located in a condominium or planned unit development project which has
          received
          Fannie Mae or Freddie Mac project approval or as to which Fannie Mae’s and
          Freddie Mac’s eligibility requirements have been waived.

         

        (mm)  The
          Seller used no adverse selection procedures in selecting the Mortgage Loan
          from
          among the outstanding first-lien, residential mortgage loans owned by it
          which
          were available for inclusion in the Mortgage Loans.

         

        (nn)  Each
          Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the
          Code.

         

        (oo)  With
          respect to each Mortgage where a lost note affidavit has been delivered
          in place
          of the related Mortgage Note, the related Mortgage Note is no longer in
          existence.  Each such lost note affidavit is substantially in the form
          attached hereto as Exhibit 4.

         

        (pp)  No
          fraud,
          error, omission, misrepresentation, negligence or similar occurrence with
          respect to the Mortgage Loan has taken place on the part of the Seller,
          the
          Servicer or, to the best of the Seller’s knowledge, any other originator or
          servicer or the Mortgagor or on the part of any other party involved in
          the
          origination of the Mortgage Loan.

         

        (qq)  The
          origination practices used by the Seller and the collection and servicing
          practices used by the Servicer with respect to each Mortgage Loan have
          been in
          all respects legal, proper, prudent and customary in the mortgage origination
          and servicing industry and the collection and servicing practices used
          by the
          Servicer have been acceptable to Fannie Mae and Freddie Mac.

         

        (rr)  As
          of the
          date of origination of the Mortgage Loan, the Mortgagor was not in bankruptcy
          and was not insolvent; as of the Closing Date, the Seller has not received
          any
          notice that the Mortgagor was in bankruptcy or was insolvent and neither
          the
          Seller nor the Servicer has any knowledge of any circumstances or condition
          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 the
          marketability of the Mortgage Loan.

         

        (ss)  The
          Mortgagor has not notified the Seller or the Servicer, and neither the
          Seller
          nor the Servicer has knowledge of any relief requested by the Mortgagor
          under
          the Servicemembers Civil Relief Act.

         

        (tt)  No
          Mortgage Loan was made in connection with (i) the construction or
          rehabilitation of a Mortgaged Property or (ii) facilitating the trade-in or
          exchange of a Mortgaged Property.

         

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

         

        (vv)  No
          action, inaction, or event has occurred and no state of affairs exists
          or has
          existed that has resulted or will result in the exclusion from, denial
          of, or
          defense to coverage under any applicable special hazard insurance policy,
          Primary Mortgage Insurance Policy or bankruptcy bond, irrespective of the
          cause
          of such failure of coverage.  In connection with the placement of any
          such insurance, no commission, fee, or other compensation has been or will
          be
          received by the Seller or the Servicer or any designee of the Seller or
          the
          Servicer or any corporation in which the Seller, the Servicer or any officer,
          director, or employee of the Seller or the Servicer had a financial interest
          at
          the time of placement of such insurance.

         

        (ww)  With
          respect to any ground lease to which a Mortgaged Property may be
          subject:  (A) the Mortgagor is the owner of a valid and
          subsisting leasehold interest under such ground lease; (B) such ground
          lease is in full force and effect, unmodified and not supplemented by any
          writing or otherwise; (C) all rent, additional rent and other charges
          reserved therein have been fully paid to the extent payable as of the related
          Closing Date; (D) the Mortgagor enjoys the quiet and peaceful possession of
          the leasehold estate; (E) the Mortgagor is not in default under any of the
          terms of such ground lease, and there are no circumstances which, with
          the
          passage of time or the giving of notice, or both, would result in a default
          under such ground lease; (F) the lessor under such ground lease is not in
          default under any of the terms or provisions of such ground lease on the
          part of
          the lessor to be observed or performed; (G) the lessor under such ground
          lease has satisfied any repair or construction obligations due as of the
          related
          Closing Date pursuant to the terms of such ground lease; (H) the execution,
          delivery and performance of the Mortgage do not require the consent (other
          than
          those consents which have been obtained and are in full force and effect)
          under,
          and will not contravene any provision of or cause a default under, such
          ground
          lease; and (I) the term of such lease does not terminate earlier than the
          maturity date of the Mortgage Note.

         

        (xx)  With
          respect to escrow deposits and payments that the Servicer is entitled to
          collect, all such payments are in the possession of, or under the control
          of the
          Servicer, 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.

         

        (yy)  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.

         

        (zz)  No
          proceeds from any Mortgage Loan were used to finance single premium credit
          insurance policies.

         

        (aaa)  No
          borrower was required to purchase any credit life, disability, accident
          or
          health insurance product as a condition of obtaining the extension of
          credit.  No borrower obtained a prepaid single-premium credit life,
          disability, accident or health insurance policy in connection with the
          origination of the Mortgage Loan; No proceeds from any Mortgage Loan were
          used
          to purchase single premium credit insurance policies as part of the origination
          of, or as a condition to closing, such Mortgage Loan.

         

        (bbb)  Any
          Mortgage Loan with a Mortgaged Property in the State of Illinois complies
          with
          the Illinois Interest Act.

         

        (ccc)  With
          respect to any Mortgage Loan originated on or after August 1, 2004 and
          underlying the security, neither the related Mortgage nor the related Mortgage
          Note requires the borrower to submit to arbitration to resolve any dispute
          arising out of or relating in any way to the mortgage loan
          transaction.

         

        (ddd)  The
          Servicer will transmit full-file credit reporting data for each Mortgage
          Loan
          pursuant to the Fannie Mae Selling Guide and that for each Mortgage Loan,
          Servicer 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)  Each
          Mortgage Loan is in compliance with the anti-predatory lending eligibility
          for
          purchase requirements of Fannie Mae’s Selling Guide.

         

        Subsection
          7.02  Seller
          and Servicer Representations.

         

        The
          Seller and the Servicer hereby represent and warrant to the Purchaser that,
          as
          to itself as of the related Closing Date:


         

        (a)  It
          is a
          national banking association, duly organized, validly existing, and in
          good
          standing under the laws of the United States and has all licenses necessary
          to
          carry on its business as now being conducted and is licensed, qualified
          and in
          good standing in the states where the Mortgaged Property is located if
          the laws
          of such state require licensing or qualification in order to conduct business
          of
          the type conducted by it.  It is an approved seller/servicer in good
          standing of conventional residential mortgage loans for Fannie Mae or Freddie
          Mac and is a HUD-approved mortgagee under Section 203 of the National
          Housing Act.  It has corporate power and authority to execute and
          deliver this Agreement and to perform in accordance herewith; the execution,
          delivery and performance of this Agreement (including all instruments of
          transfer to be delivered pursuant to this Agreement) by it and the consummation
          of the transactions contemplated hereby have been duly and validly
          authorized.  This Agreement, assuming due authorization, execution and
          delivery by the Purchaser, evidences the legal, valid, binding and enforceable
          obligation of it, subject to applicable law except as enforceability may
          be
          limited by (i) bankruptcy, insolvency, liquidation, receivership,
          moratorium, reorganization or other similar laws affecting the enforcement
          of
          the rights of creditors and (ii) general principles of equity, whether
          enforcement is sought in a proceeding in equity or at law.  All
          requisite corporate action has been taken by it to make this Agreement
          valid and
          binding upon it in accordance with the terms of this Agreement.

         

        (b)  No
          consent, approval, authorization or order is required for the transactions
          contemplated by this Agreement from any court, governmental agency or body,
          or
          federal or state regulatory authority having jurisdiction over it or, if
          required, such consent, approval, authorization or order has been or will,
          prior
          to the related Closing Date, be obtained.

         

        (c)  The
          consummation of the transactions contemplated by this Agreement are in
          its
          ordinary course of business and will not result in the breach of any term
          or
          provision of its charter or by-laws or result in the breach of any term
          or
          provision of, or conflict with or constitute a default under or result
          in the
          acceleration of any obligation under, any agreement, indenture or loan
          or credit
          agreement or other instrument to which it or its property is subject, or
          result
          in the violation of any law, rule, regulation, order, judgment or decree
          to
          which it or its property is subject.

         

        (d)  Its
          transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
          pursuant to this Agreement are not subject to the bulk transfer or any
          similar
          statutory provisions in effect in any applicable jurisdiction.

         

        (e)  There
          is
          no action, suit, proceeding or investigation pending or, to its best knowledge,
          threatened against it which, either individually or in the aggregate, would
          result in any material adverse change in its business, operations, financial
          condition, properties or assets, or in any material impairment of its right
          or
          ability to carry on its business substantially as now conducted or which
          would
          draw into question the validity of this Agreement or the Mortgage Loans
          or of
          any action taken or to be taken in connection with its obligations contemplated
          herein, or which would materially impair its ability to perform under the
          terms
          of this Agreement.

         

        (f)  It
          does
          not believe, nor does it have any reason or cause to believe, that it cannot
          perform each and every covenant contained in this Agreement.

         

        (g)  It
          acknowledges and agrees that the Servicing Fee shall be treated by the
          Servicer,
          for accounting and tax purposes, as compensation for the servicing and
          administration of the Mortgage Loans pursuant to this Agreement.

         

        (h)  It
          has
          determined that the disposition of the Mortgage Loans pursuant to this
          Agreement
          will be afforded sale treatment for accounting and tax purposes.

         

        (i)  It
          is
          solvent and the sale of the Mortgage Loans will not cause it to become
          insolvent.  The sale of the Mortgage Loans is not undertaken with the
          intent to hinder, delay or defraud any of its creditors.

         

        (j)  It
          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.

         

        Subsection
          7.03  Remedies
          for Breach of Representations and Warranties.

         

        It
          is
          understood and agreed that the representations and warranties set forth
          in
          Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans to
          the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding
          any restrictive or qualified endorsement on any Mortgage Note or Assignment
          of
          Mortgage or the examination or lack of examination of any Mortgage
          File.  Upon discovery by the Seller, the Servicer 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 therein (or which materially and adversely affects the interest
          of the
          Purchaser in or the value of the related Mortgage Loan in the case of a
          representation and warranty relating to a particular Mortgage Loan), the
          party
          discovering such breach shall give prompt written notice to the
          others.

         

        Within
          sixty (60) days after the earlier of either discovery by or notice to
          either the Seller or the Servicer of any breach of a representation or
          warranty
          which materially and adversely affects the value of a Mortgage Loan or
          the
          Mortgage Loans or the interest of the Purchaser therein, the Seller or
          the
          Servicer, as the case may be, shall use its best efforts promptly to cure
          such
          breach in all material respects and, if such breach cannot be cured within
          ninety (90) days after the discovery or notice of the breach, the Seller
          shall,
          at the Purchaser’s option, repurchase such Mortgage Loan or Mortgage Loans at
          the Repurchase Price.  However, the Seller may, at its option, with
          the Purchaser’s prior approval, such approval not to be withheld unreasonably,
          and assuming that the Seller has a Substitute Mortgage Loan, rather than
          repurchase the Mortgage Loan as provided above, remove such Mortgage Loan
          and
          substitute in its place a Substitute Mortgage Loan or Substitute Mortgage
          Loans;
provided, however, that any such substitution shall be effected within
          two (2) years after the related Closing Date.  If the Seller has
          no Substitute Mortgage Loan, it shall repurchase the deficient Mortgage
          Loan.  Any repurchase of a Mortgage Loan pursuant to the foregoing
          provisions of this Subsection 7.03 shall occur on a date designated by the
          Purchaser and shall be accomplished by the Seller remitting by wire transfer
          to
          the Purchaser the amount of the related Repurchase Price.

         

        At
          the
          time of repurchase of any deficient Mortgage Loan (or removal of any Deleted
          Mortgage Loan), the Purchaser and the Seller shall arrange for the assignment
          of
          the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller
          or its
          designee and the delivery to the Seller of any documents held by the Purchaser
          relating to the repurchased Mortgage Loan in the manner required by this
          Agreement with respect to the purchase and sale of such Mortgage Loan on
          the
          related Closing Date.  In the event a deficient Mortgage Loan is
          repurchased, the Seller shall, simultaneously with its remittance to the
          Purchaser of such related Repurchase Price, give written notice to the
          Purchaser
          that such repurchase has taken place.  Upon such repurchase, the
          related Mortgage Loan Schedule shall simultaneously be amended to reflect
          the
          withdrawal of the repurchased Mortgage Loan from this Agreement.

         

        As
          to any
          Deleted Mortgage Loan for which the Seller substitutes one or more Substitute
          Mortgage Loans, the Seller shall effect such substitution by delivering
          to the
          Purchaser for each Substitute Mortgage Loan the Mortgage Note, the Mortgage,
          the
          Assignment of Mortgage and such other documents and agreements as are required
          by Subsection 6.03.  The Seller shall remit to the Servicer for
          distribution the Monthly Payment due on each Substitute Mortgage Loan in
          the
          month following the date of such substitution.  Monthly Payments due
          with respect to Substitute Mortgage Loans in the month of substitution
          will be
          retained by the Seller.  For the month of substitution, distributions
          to the Purchaser will include the Monthly Payment due on such Deleted Mortgage
          Loan in the month of substitution, and the Seller shall thereafter be entitled
          to retain all amounts subsequently received by it in respect of such Deleted
          Mortgage Loan.  The Seller shall give written notice to the Purchaser
          that such substitution has taken place and shall amend the related Mortgage
          Loan
          Schedule to reflect the removal of such Deleted Mortgage Loan from the
          terms of
          this Agreement and the substitution of the Substitute Mortgage
          Loan.  Upon such substitution, each Substitute Mortgage Loan 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 Substitute Mortgage Loan, as of
          the
          date of substitution, the covenants, representations and warranties set
          forth in
          Subsections 7.01 and 7.02.

         

        For
          any
          month in which the Seller substitutes one or more Substitute Mortgage Loans
          for
          one or more Deleted Mortgage Loans, the Seller will determine the amount
          (if
          any) by which the aggregate principal balance of all such Substitute Mortgage
          Loans as of the date of substitution is less than the aggregate Stated
          Principal
          Balance of all such Deleted Mortgage Loans (after application of scheduled
          principal payments due in the month of substitution).  The amount of
          such shortfall, plus an amount equal to the aggregate of any Servicing
          Advances
          made with respect to such Deleted Mortgage Loans, shall be remitted to
          the
          Servicer by the Seller for distribution by the Servicer in the month of
          substitution.

         

        In
          addition to such cure, repurchase and substitution obligations, the Seller
          or
          the Servicer shall indemnify the Purchaser and hold it harmless against
          any
          out-of-pocket losses, penalties, fines, forfeitures, reasonable and necessary
          legal fees and related costs, judgments, settlements and other costs and
          expenses resulting from any claim, demand, defense or assertion by any
          third
          party that is based on or grounded upon, or resulting from, a breach of
          the
          Seller or the Servicer, as applicable, representations and warranties contained
          in this Agreement; provided, however, indemnification shall not be
          available for any economic losses of the Purchaser due to reinvestment
          losses,
          loss of investment income or any other special, indirect or consequential
          losses
          or damages.

         

        No
          action
          may be brought against the Seller or the Servicer, as applicable, relating
          to or
          arising out of the breach of any representations and warranties made in
          Subsections 7.01 or 7.02 with respect to any Mortgage Loan unless and until
          (i) discovery of such breach by the Purchaser or notice thereof by the
          Seller or the Servicer to Purchaser, (ii) failure by the Seller or the
          Servicer, as applicable, to cure such breach, repurchase such Mortgage
          Loan as
          specified above, substitute a Substitute Mortgage Loan for such Mortgage
          Loan as
          specified above and/or indemnify the Purchaser and (iii) demand upon the
          Seller or the Servicer, as applicable, by the Purchaser for compliance
          with the
          terms of this Agreement.

         

        It
          is
          understood and agreed that the obligations of the Seller or the Servicer,
          as
          applicable, set forth in this Subsection 7.03 to cure, repurchase or
          substitute for a defective Mortgage Loan and/or to indemnify the Purchaser
          constitute the sole remedies of the Purchaser respecting a breach of the
          representations and warranties set forth in Subsections 7.01 and
          7.02.

         

        Subsection
          7.04  Repurchase
          of Certain Prepaid or Converted Mortgage Loans.

         

        If
          the
          principal balance due on a Mortgage Loan is paid in full prior to the related
          Closing Date, the Seller shall remit to the Purchaser an amount equal to
          the
          product of (i) the excess of the Purchase Price Percentage over 100%, times
          (ii) the amount of such Principal Prepayment in full.  If any
          Mortgagor converts the adjustable Mortgage Interest Rate on any related
          Convertible Mortgage Loan to a fixed Mortgage Interest Rate, the Seller
          shall
          repurchase that Convertible Mortgage Loan prior to the next scheduled Due
          Date
          for such Mortgage Loan pursuant to Subsection 7.03.

         

        
          	
                  SECTION
                    8.        
                      

                	
                  Closing
                    Conditions.

                


        

         

        The
          closing for the purchase and sale of each Mortgage Loan Package shall take
          place
          on the related Closing Date.  The closing shall be either by
          telephone, confirmed by letter or wire as the parties hereto shall agree,
          or
          conducted in person, at such place as the parties hereto shall
          agree.

         

        The
          closing for each Mortgage Loan Package shall be subject to the satisfaction
          of
          each of the following conditions:

         

        (a)  the
          Seller shall have delivered to the Purchaser the related Mortgage Loan
          Schedule
          and an electronic data file containing information on a loan-level
          basis;

         

        (b)  all
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct as of the related Closing Date (or, with respect to Subsection
          7.01, such other date specified therein) in all material respects and no
          default
          shall have occurred hereunder which, with notice or the passage of time
          or both,
          would constitute an Event of Default hereunder;

         

        (c)  the
          Purchaser shall have received from the custodian an initial certification
          with
          respect to its receipt of the Mortgage Loan Documents for the related Mortgage
          Loans;

         

        (d)  the
          Purchaser shall have received originals of the related Term Sheet executed
          by
          the Seller and a funding memorandum setting forth the Purchase Price(s),
          and the
          accrued interest thereon, for the Mortgage Loan Package; and

         

        (e)  all
          other
          terms and conditions of this Agreement and the related Term Sheet to be
          satisfied by the Seller shall have been complied with in all material
          respects.

         

        Upon
          satisfaction of the foregoing conditions, the Purchaser shall pay to the
          Seller
          on such Closing Date the Purchase Price for the related Mortgage Loan Package,
          plus accrued interest pursuant to Section 4 of this Agreement.

         

        
          	
                  SECTION
                    9.          

                	
                  [Reserved.]

                


        

         

        
          	
                  SECTION
                    10.         

                	
                  Costs.

                


        

         

        The
          Seller and the Servicer shall pay any commissions due their salesmen and
          the
          legal fees and expenses of their attorneys.  The Purchaser shall pay
          the cost of delivering the Mortgage Files to the Purchaser or its designee,
          the
          cost of recording the Assignments of Mortgage, any custodial fees incurred
          in
          connection with the release of any Mortgage Loan Documents as may be required
          by
          the servicing activities hereunder and all other costs and expenses incurred
          in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser,
          including without limitation the Purchaser’s attorneys’ fees.

         

        
          	
                  SECTION
                    11.         

                	
                  Administration
                    and Servicing of Mortgage
                    Loans.

                


        

         

        Subsection
          11.01  Servicer
          to Act as Servicer; Subservicing.

         

        The
          Servicer, as an independent contractor, shall service and administer the
          Mortgage Loans in accordance with this Agreement and Customary Servicing
          Procedures and the terms of the Mortgage Notes and Mortgages, and shall
          have
          full power and authority, acting alone or through subservicers or agents,
          to do
          or cause to be done any and all things in connection with such servicing
          and
          administration which the Servicer may deem necessary or desirable and consistent
          with the terms of this Agreement.  The Servicer may perform its
          servicing responsibilities through agents or independent contractors, but
          shall
          not thereby be released from any of its responsibilities
          hereunder.  Notwithstanding anything to the contrary, the Servicer may
          delegate any of its duties under this Agreement to one or more of its affiliates
          without regard to any of the requirements of this
          section;  provided, however, that the Servicer shall not be
          released from any of its responsibilities hereunder by virtue of such
          delegation.  The Mortgage Loans may be subserviced by one or more
          unaffiliated subservicers on behalf of the Servicer provided each subservicer
          is
          a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer
          in good standing, and no event has occurred, including but not limited
          to a
          change in insurance coverage, that would make it unable to comply with
          the
          eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac,
          or which
          would require notification to Fannie Mae or Freddie Mac.  The Servicer
          shall pay all fees and expenses of the subservicer from its own funds (provided
          that any such expenditures that would constitute Servicing Advances if
          made by
          the Servicer hereunder shall be reimbursable to the Servicer as Servicing
          Advances), and the subservicer’s fee shall not exceed the Servicing
          Fee.

         

        At
          the
          cost and expense of the Servicer, without any right of reimbursement from
          the
          Custodial Account, the Servicer 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 meeting the requirements in
          the
          preceding paragraph; provided, however, that nothing contained
          herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s
          option, from electing to service the related Mortgage Loans
          itself.  If the Servicer’s responsibilities and duties under this
          Agreement are terminated and if requested to do so by the Purchaser, the
          Servicer shall at its own cost and expense terminate the rights and
          responsibilities of the subservicer as soon as is reasonably
          possible.  The Servicer shall pay all fees, expenses or penalties
          necessary in order to terminate the rights and responsibilities of the
          subservicer from the Servicer’s own funds without reimbursement from the
          Purchaser.

         

        The
          Servicer shall be entitled to enter into an agreement with the subservicer
          for
          indemnification of the Servicer 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
          Mortgage Loans involving the subservicer shall be deemed to be between
          the
          subservicer and Servicer 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 Servicer
          pursuant to this Agreement, the Servicer shall be deemed to have received
          a
          payment on a Mortgage Loan when the subservicer has received such
          payment.

         

        Consistent
          with the terms of this Agreement, the Servicer may waive, modify or vary
          any
          term of any Mortgage Loan or consent to the postponement of strict compliance
          with any such term or in any manner grant indulgence to any Mortgagor;
          provided, however, that (unless the Mortgagor is in default with
          respect to the Mortgage Loan, or such default is, in the judgment of the
          Servicer, imminent, and the Servicer has the consent of the Purchaser)
          the
          Servicer shall not enter into any payment plan or agreement to modify payments
          with a Mortgagor lasting more than six (6) months or permit any
          modification with respect to any Mortgage Loan that would change the Mortgage
          Interest Rate, the Lifetime Rate Cap (if applicable), the Initial Rate
          Cap (if
          applicable), the Periodic Rate Cap (if applicable) or the Gross Margin
          (if
          applicable), defer or forgive the payment of any principal or interest,
          change
          the outstanding principal amount (except for actual payments of principal),
          make
          any future advances or extend the final maturity date, as the case may
          be, with
          respect to such Mortgage Loan.  Without limiting the generality of the
          foregoing, the Servicer in its own name or acting through subservicers
          or agents
          is hereby authorized and empowered by the Purchaser when the Servicer believes
          it appropriate and reasonable in its best judgment, to execute and deliver,
          on
          behalf of itself and the Purchaser, all instruments of satisfaction or
          cancellation, or of partial or full release, discharge and all other comparable
          instruments, with respect to the Mortgage Loans and the Mortgaged Properties
          and
          to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure
          so
          as to convert the ownership of such properties, and to hold or cause to
          be held
          title to such properties, on behalf of the Purchaser pursuant to the provisions
          of Subsection 11.13.

         

        The
          Servicer shall notify the Purchaser of its intention to institute any
          foreclosure proceeding no fewer than ten (10) days prior to initiating such
          proceeding.  The Servicer shall notify the Purchaser of its intention
          to accept a deed-in-lieu of foreclosure or a partial release of any of
          the
          Mortgaged Property subject to the lien of the Mortgage no fewer than
          ten (10) days prior to accepting such deed-in-lieu or partial release and
          shall only accept such deed-in-lieu or grant such partial release if the
          Purchaser has not objected before the end of the tenth day after delivery
          of
          such notice.  In connection with any foreclosure sale, the Servicer
          shall consult with the Purchaser with regard to a bid price for the related
          Mortgaged Property and shall set such bid price in accordance with the
          Purchaser’s instructions.  The Servicer shall make all required
          Servicing Advances and shall service and administer the Mortgage Loans
          in
          accordance with all applicable laws, rules and regulations and shall provide
          to
          the Mortgagors any reports required to be provided to them
          thereby.  The Purchaser shall furnish to the Servicer any powers of
          attorney and other documents reasonably necessary or appropriate to enable
          the
          Servicer to carry out its servicing and administrative duties under this
          Agreement.

         

        Notwithstanding
          anything to the contrary contained herein, in connection with a foreclosure
          or
          acceptance of a deed-in-lieu of foreclosure, if the Servicer has reasonable
          cause to believe that a Mortgaged Property is contaminated by hazardous
          or toxic
          substances or waste, 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 Servicer shall
          promptly provide the Purchaser with a written report of the environmental
          inspection.  After reviewing the inspection, the Purchaser shall
          determine how the Servicer shall proceed with respect to the Mortgaged
          Property.

         

        Subsection
          11.02  Liquidation
          of Mortgage Loans.

         

        In
          the
          event that any payment due under any Mortgage Loan is not paid when the
          same
          becomes due and payable, or in the event the Mortgagor fails to perform
          any
          other covenant or obligation under the Mortgage Loan and such failure continues
          beyond any applicable grace period, the Servicer shall take such action
          as it
          shall deem to be in the best interest of the Purchaser.  In the event
          that any payment due under any Mortgage Loan remains delinquent for a period
          of
          ninety (90) days or more, the Servicer shall commence foreclosure
          proceedings in accordance with Customary Servicing Procedures and the guidelines
          set forth by Fannie Mae or Freddie Mac.  In such connection, the
          Servicer shall from its own funds make all necessary and proper Servicing
          Advances.  If the portion of any Liquidation Proceeds allocable as a
          recovery of interest on any Mortgage Loan is less than the full amount
          of
          accrued and unpaid interest on such Mortgage Loan as of the date such proceeds
          are received, then the applicable Servicing Fees with respect to such Mortgage
          Loan shall be paid first and any amounts remaining thereafter shall be
          distributed to the Purchaser.

         

        Subsection
          11.03  Collection
          of Mortgage Loan Payments.

         

        Continuously
          from the date hereof until the principal and interest on all Mortgage Loans
          are
          paid in full, the Servicer will proceed diligently, in accordance with
          this
          Agreement, to collect all payments due under each of the Mortgage Loans
          when the
          same shall become due and payable.  Further, the Servicer will in
          accordance with Customary Servicing Procedures ascertain and estimate taxes,
          assessments, fire and hazard insurance premiums, premiums for Primary Mortgage
          Insurance Policies, and all other charges that, as provided in any Mortgage,
          will become due and payable to the end that the installments payable by
          the
          Mortgagors will be sufficient to pay such charges as and when they become
          due
          and payable.


         

        Subsection
          11.04  Establishment
          of Custodial Account; Deposits in Custodial Account.

         

        The
          Servicer 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
          (collectively, the “Custodial Account”), titled “Bank of America,
          National Association, in trust for EMC Mortgage Corporation as Purchaser
          of
          Mortgage Loans and various Mortgagors.”  Such Custodial Account shall
          be established with a commercial bank, a savings bank or a savings and
          loan
          association (which may be a depository affiliate of the Servicer) which
          meets
          the guidelines set forth by Fannie Mae or Freddie Mac as an eligible depository
          institution for custodial accounts.  The Custodial Account shall
          initially be established and maintained at Bank of America, National
          Association, or any successor thereto, and shall not be transferred to
          any other
          depository institution without the Purchaser’s approval, which shall not
          unreasonably be withheld.  In any case, the Custodial Account shall be
          insured by the FDIC in a manner which shall provide maximum available insurance
          thereunder and which may be drawn on by the Servicer.

         

        The
          Servicer 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 related Cut-off Date (other than in respect of principal and interest
          on
          the Mortgage Loans due on or before the related Cut-off Date):

         

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

         

        (b)  all
          payments on account of interest on the Mortgage Loans adjusted to the related
          Mortgage Loan Remittance Rate, such interest to be paid in arrears as calculated
          on a month-end investor accounting cut-off;

         

        (c)  all
          Liquidation Proceeds;

         

        (d)  all
          proceeds received by the Servicer under any title insurance policy, hazard
          insurance policy, Primary Mortgage Insurance Policy or other insurance
          policy
          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 Customary Servicing Procedures;

         

        (e)  all
          awards or settlements in respect of condemnation proceedings or eminent
          domain
          affecting any Mortgaged Property which are not released to the Mortgagor
          in
          accordance with Customary Servicing Procedures;

         

        (f)  any
          amount required to be deposited in the Custodial Account pursuant to
          Subsections 11.15, 11.17 and 11.19;

         

        (g)  any
          amount required to be deposited by the Servicer in connection with any
          REO
          Property pursuant to Subsection 11.13;

         

        (h)  all
          amounts required to be deposited by the Servicer in connection with shortfalls
          in principal amount of Substitute Mortgage Loans pursuant to
          Subsection 7.03;

         

        (i)  with
          respect to each Principal Prepayment in full, an amount (to be paid by
          the
          Servicer out of its own funds) which, when added to all amounts allocable
          to
          interest received in connection with the Principal Prepayment in full,
          equals
          one month’s interest on the amount of principal so prepaid for the month of
          prepayment at the applicable Mortgage Loan Remittance Rate; provided,
          however, that the Servicer’s aggregate obligations under this paragraph for
          any month shall be limited to the total amount of Servicing Fees actually
          received with respect to the Mortgage Loans by the Servicer during such
          month;

         

        (j)  amounts
          required to be deposited by the Servicer in connection with the deductible
          clause of any hazard insurance policy; and

         

        (k)  any
          BPP
          Mortgage Loan Payments payable by the Servicer pursuant to Subsection
          11.25.

         

        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, assumption fees,
          BPP
          Fees and other ancillary fees need not be deposited by the Servicer in
          the
          Custodial Account.

         

        The
          Servicer may invest the funds in the Custodial Account in Eligible Investments
          designated in the name of the Servicer for the benefit of the Purchaser,
          which
          shall mature not later than the Business Day next preceding the Remittance
          Date
          next following the date of such investment (except that (A) any investment
          in the institution with which the Custodial Account is maintained may mature
          on
          such Remittance Date and (B) any other investment may mature on such
          Remittance Date if the Servicer shall advance funds on such Remittance
          Date,
          pending receipt thereof to the extent necessary to make distributions to
          the
          Purchaser) and shall not be sold or disposed of prior to
          maturity.  Notwithstanding anything to the contrary herein and above,
          all income and gain realized from any such investment shall be for the
          benefit
          of the Servicer and shall be subject to withdrawal by the
          Servicer.  The amount of any losses incurred in respect of any such
          investments shall be deposited in the Custodial Account by the Servicer
          out of
          its own funds immediately as realized.


         

        Subsection
          11.05  Withdrawals
          From the Custodial Account.

         

        The
          Servicer shall, from time to time, withdraw funds from the Custodial Account
          for
          the following purposes:


         

        (a)  to
          make
          payments to the Purchaser in the amounts and in the manner provided for
          in
          Subsection 11.15;

         

        (b)  to
          reimburse itself for P&I Advances, the Servicer’s right to reimburse itself
          pursuant to this subclause (b) with respect to any Mortgage Loan being
          limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
          Proceeds and such other amounts as may be collected by the Servicer from
          the
          Mortgagor or otherwise relating to the Mortgage Loan, it being understood
          that,
          in the case of any such reimbursement, the Servicer’s right thereto shall be
          prior to the rights of the Purchaser with respect to such Mortgage Loan,
          except
          that, where the Seller is required to repurchase a Mortgage Loan, pursuant
          to
          Subsection 7.03, the Servicer’s right to such reimbursement shall be
          subsequent to the payment to the Purchaser of the Repurchase Price pursuant
          to
          Subsection 7.03, and all other amounts required to be paid to the Purchaser
          with respect to such Mortgage Loan;

         

        (c)  to
          reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing
          Advances, the Servicer’s right to reimburse itself pursuant to this
          subclause (c) with respect to any Mortgage Loan being limited to related
          Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such
          other
          amounts as may be collected by the Servicer from the Mortgagor or otherwise
          relating to the Mortgage Loan, it being understood that, in the case of
          any such
          reimbursement, the Servicer’s right thereto shall be prior to the rights of the
          Purchaser unless the Seller is required to repurchase a Mortgage Loan pursuant
          to Subsection 7.03, in which case the Servicer’s right to such
          reimbursement shall be subsequent to the payment to the Purchaser of the
          related
          Repurchase Price pursuant to Subsection 7.03 and all other amounts required
          to be paid to the Purchaser with respect to such Mortgage Loan;

         

        (d)  to
          reimburse itself for unreimbursed Servicing Advances and for unreimbursed
          P&I Advances, to the extent that such amounts are nonrecoverable (as
          certified by the Servicer to the Purchaser in an Officer’s Certificate) by the
          Servicer pursuant to subclause (b) or (c) above, provided that the Mortgage
          Loan for which such advances were made is not required to be repurchased
          by a
          Seller pursuant to Subsection 7.03;

         

        (e)  to
          reimburse itself for expenses incurred by and reimbursable to it pursuant
          to
          Subsection 12.01;

         

        (f)  to
          withdraw amounts to make P&I Advances in accordance with
          Subsection 11.17;

         

        (g)  to
          pay to
          itself any interest earned or any investment earnings on funds deposited
          in the
          Custodial Account, net of any losses on such investments;

         

        (h)  to
          withdraw any amounts inadvertently deposited in the Custodial Account;
          and

         

        (i)  to
          clear
          and terminate the Custodial Account upon the termination of this
          Agreement.

         

        Upon
          request, the Servicer shall provide the Purchaser with copies of reasonably
          acceptable invoices or other documentation relating to Servicing Advances
          that
          have been reimbursed from the Custodial Account.


         

        Subsection
          11.06  Establishment
          of Escrow Account; Deposits in Escrow Account.

         

        The
          Servicer 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 (collectively, the “Escrow Account”), titled “Bank of
          America, National Association, in trust for EMC Mortgage Corporation as
          Purchaser of Mortgage Loans and various Mortgagors.”  The Escrow
          Account shall be established with a commercial bank, a savings bank or
          a savings
          and loan association (which may be a depository affiliate of Servicer),
          which
          meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible
          institution for escrow accounts.  The Escrow Account shall initially
          be established and maintained at Bank of America, National Association,
          or any
          successor thereto, and shall not be transferred to any other depository
          institution without the Purchaser’s approval, which shall not unreasonably be
          withheld.  In any case, the Escrow Account shall be insured by the
          FDIC in a manner which shall provide maximum available insurance thereunder
          and
          which may be drawn on by the Servicer.

         

        The
          Servicer shall deposit in the Escrow Account on a daily basis, and retain
          therein: (a) 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 and (b) all amounts representing proceeds
          of any hazard insurance policy which are to be applied to the restoration
          or
          repair of any Mortgaged Property.  The Servicer shall make withdrawals
          therefrom only in accordance with Subsection 11.07 hereof.  As
          part of its servicing duties, the Servicer shall pay to the Mortgagors
          interest
          on funds in the Escrow Account, to the extent required by law.


         

        Subsection
          11.07  Withdrawals
          From Escrow Account.

         

        Withdrawals
          from the Escrow Account shall be made by the Servicer only (a) to effect
          timely payments of ground rents, taxes, assessments, premiums for Primary
          Mortgage Insurance Policies, fire and hazard insurance premiums or other
          items
          constituting Escrow Payments for the related Mortgage, (b) to reimburse the
          Servicer for any Servicing Advance made by Servicer pursuant to
          Subsection 11.08 hereof with respect to a related Mortgage Loan,
          (c) to refund to any Mortgagor any funds found to be in excess of the
          amounts required under the terms of the related Mortgage Loan, (d) for
          transfer to the Custodial Account upon default of a Mortgagor or in accordance
          with the terms of the related Mortgage Loan and if permitted by applicable
          law,
          (e) for application to restore or repair of the Mortgaged Property,
          (f) to pay to the Mortgagor, to the extent required by law, any interest
          paid on the funds deposited in the Escrow Account, (g) to pay to itself any
          interest earned on funds deposited in the Escrow Account (and not required
          to be
          paid to the Mortgagor), (h) to the extent permitted under the terms of the
          related Mortgage Note and applicable law, to pay late fees with respect
          to any
          Monthly Payment which is received after the applicable grace period, (i) to
          withdraw suspense payments that are deposited into the Escrow Account,
          (j) to withdraw any amounts inadvertently deposited in the Escrow Account
          or (k) to clear and terminate the Escrow Account upon the termination of
          this Agreement.

         

        Subsection
          11.08  Payment
          of Taxes, Insurance and Other Charges; Collections Thereunder.

         

        With
          respect to each Mortgage Loan, the Servicer shall maintain accurate records
          reflecting the status of ground rents, taxes, assessments and other charges
          which are or may become a lien upon the Mortgaged Property and the status
          of
          premiums for Primary Mortgage Insurance Policies 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 Servicer in amounts sufficient for such purposes, as allowed under
          the
          terms of the Mortgage.  To the extent that a Mortgage does not provide
          for Escrow Payments, the Servicer shall determine that any such payments
          are
          made by the Mortgagor.  The Servicer assumes full responsibility for
          the timely payment of all such bills and shall effect timely payments of
          all
          such bills irrespective of each Mortgagor’s faithful performance in the payment
          of same or the making of the Escrow Payments and shall make Servicing Advances
          to effect such payments, subject to its ability to recover such Servicing
          Advances pursuant to Subsections 11.05(c), 11.05(d) and
          11.07(b).  No costs incurred by the Servicer or subservicers in
          effecting the payment of taxes and assessments on the Mortgaged Properties
          shall, for the purpose of calculating remittances to the Purchaser, be
          added to
          the amount owing under the related Mortgage Loans, notwithstanding that
          the
          terms of such Mortgage Loans so permit.

         

        Subsection
          11.09  Transfer
          of Accounts.

         

        The
          Servicer may transfer the Custodial Account or the Escrow Account to a
          different
          depository institution.  Such transfer shall be made only upon
          obtaining the prior written consent of the Purchaser, such consent not
          to be
          unreasonably withheld.


         

        Subsection
          11.10  Maintenance
          of Hazard Insurance.

         

        The
          Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
          insurance with extended coverage customary in the area where the Mortgaged
          Property is located by an insurer acceptable to Fannie Mae or Freddie Mac
          in an
          amount which is at least equal to the lesser of (a) the full insurable
          value of the Mortgaged Property or (b) the greater of (i) the
          outstanding principal balance owing on the Mortgage Loan and (ii) an amount
          such that the proceeds of such insurance shall be sufficient to avoid the
          application to the Mortgagor or loss payee of any coinsurance clause under
          the
          policy.  If the Mortgaged Property is in an area identified in the
          Federal Register by the Federal Emergency Management Agency as a special
          flood
          hazard area (and such flood insurance has been made available) the Servicer
          will
          cause to be maintained a flood insurance policy meeting the requirements
          of the
          National Flood Insurance Program, in an amount representing coverage not
          less
          than the lesser of (A) the minimum amount required under the terms of the
          coverage to compensate for any damage or loss to the Mortgaged Property
          on a
          replacement-cost basis (or the outstanding principal balance of the Mortgage
          Loan if replacement-cost basis is not available) or (B) the maximum amount
          of insurance available under the National Flood Insurance
          Program.  The Servicer shall also maintain on 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, liability insurance and, to the extent required and available
          under
          the National Flood Insurance Program, flood insurance in an amount required
          above.  Any amounts collected by the Servicer under any such policies
          (other than amounts to be deposited in the Escrow Account and applied to
          the
          restoration or repair of the property subject to the related Mortgage or
          property acquired in liquidation of the Mortgage Loan, or to be released
          to the
          Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
          in the Custodial Account, subject to withdrawal pursuant to
          Subsection 11.05.  It is understood and agreed that no earthquake
          or other additional insurance need be required by the Servicer of any Mortgagor
          or maintained on REO Property other than pursuant to such applicable laws
          and
          regulations as shall at any time be in force and as shall require such
          additional insurance.  All policies required hereunder shall be
          endorsed with standard mortgagee clauses with loss payable to Servicer,
          and
          shall provide for at least thirty (30) days prior written notice of any
          cancellation, reduction in amount or material change in coverage to the
          Servicer.  The Servicer shall not interfere with the Mortgagor’s
          freedom of choice in selecting either its insurance carrier or agent;
provided, however, that the Servicer shall not accept any such
          insurance policies from insurance companies unless such companies are acceptable
          to Fannie Mae or Freddie Mac and are licensed to do business in the state
          wherein the property subject to the policy is located.

         

        The
          hazard insurance policies for each Mortgage Loan secured by a unit in a
          condominium development or planned unit development shall be maintained
          with
          respect to such Mortgage Loan and the related development in a manner which
          is
          consistent with Fannie Mae or Freddie Mac requirements.

         

        Subsection
          11.11  Maintenance
          of Primary Mortgage Insurance Policy; Claims.

         

        With
          respect to each Mortgage Loan with a LTV in excess of 80%, the Servicer
          shall,
          without any cost to the Purchaser, maintain or cause the Mortgagor to maintain
          in full force and effect a Primary Mortgage Insurance Policy insuring that
          portion of the Mortgage Loan in excess of a percentage in conformance with
          Fannie Mae requirements.  The Servicer shall pay or shall cause the
          Mortgagor to pay the premium thereon on a timely basis, at least until
          the LTV
          of such Mortgage Loan is reduced to 80%.  In the event that such
          Primary Mortgage Insurance Policy shall be terminated, the Servicer shall
          obtain
          from another insurer a comparable replacement policy, with a total coverage
          equal to the remaining coverage of such terminated Primary Mortgage Insurance
          Policy.  If the insurer shall cease to be a qualified insurer, the
          Servicer shall obtain from another qualified insurer a replacement Primary
          Mortgage Insurance Policy.  The Servicer shall not take any action
          which would result in noncoverage under any applicable Primary Mortgage
          Insurance Policy of any loss which, but for the actions of the Servicer
          would
          have been covered thereunder.  In connection with any assumption or
          substitution agreement entered into or to be entered into pursuant to
          Subsection 11.18, the Servicer shall promptly notify the insurer under the
          related Primary Mortgage Insurance Policy, if any, of such assumption or
          substitution of liability in accordance with the terms of such Primary
          Mortgage
          Insurance Policy and shall take all actions which may be required by such
          insurer as a condition to the continuation of coverage under such Primary
          Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
          terminated as a result of such assumption or substitution of liability,
          the
          Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
          provided above.

         

        In
          connection with its activities as servicer, the Servicer agrees to prepare
          and
          present or to assist the Purchaser in preparing and presenting, on behalf
          of
          itself and the Purchaser, claims to the insurer under any Primary Mortgage
          Insurance Policy in a timely fashion in accordance with the terms of such
          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 respecting a defaulted Mortgage Loan.  Pursuant to
          Subsection 11.06, any amounts collected by the Servicer under any Primary
          Mortgage Insurance Policy shall be deposited in the Escrow Account, subject
          to
          withdrawal pursuant to Subsection 11.07.

         

        Subsection
          11.12  Fidelity
          Bond; Errors and Omissions Insurance.

         

        The
          Servicer shall maintain, at its own expense, a blanket Fidelity Bond and
          an
          errors and omissions insurance policy, with broad coverage on all officers,
          employees or other persons acting in any capacity requiring such persons
          to
          handle funds, money, documents or papers relating to the Mortgage
          Loans.  These policies must insure the Servicer against losses
          resulting from fraud, theft, errors, omissions, negligence, dishonest or
          fraudulent acts committed by the Servicer’s personnel, any employees of outside
          firms that provide data processing services for the Servicer, and temporary
          contract employees or student interns.  The Fidelity Bond shall also
          protect and insure the Servicer against losses in connection with the release
          or
          satisfaction of a Mortgage Loan without having obtained payment in full
          of the
          indebtedness secured thereby.  No provision of this
          Subsection 11.12 requiring such Fidelity Bond and errors and omissions
          insurance shall diminish or relieve the Servicer from its duties and obligations
          as set forth in this Agreement.  The minimum coverage under any such
          Fidelity Bond and insurance policy shall be at least equal to the corresponding
          amounts required by Fannie Mae in the Fannie Mae Servicing Guide or by
          Freddie
          Mac in the Freddie Mac Guide, as amended or restated from time to time,
          or in an
          amount as may be permitted to the Servicer by express waiver of Fannie
          Mae or
          Freddie Mac.  Upon request of the Purchaser, the Servicer shall cause
          to be delivered to the Purchaser a certified true copy of such Fidelity
          Bond or
          a certificate evidencing the same with a statement that the Servicer shall
          endeavor to provide written notice to the Purchaser thirty (30) days prior
          to
          modification or any material change.


         

        Subsection
          11.13  Title,
          Management and Disposition of REO Property.

         

        (a)  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 nominee.

         

        (b)  The
          Purchaser, by giving notice to the Servicer, may elect to manage and dispose
          of
          all REO Property acquired pursuant to this Agreement by itself.  If
          the Purchaser so elects, the Purchaser shall assume control of REO Property
          at
          the time of its acquisition and the Servicer shall forward the related
          Mortgage
          File to the Purchaser as soon as is practicable.  Promptly upon
          assumption of control of any REO Property, the Purchaser shall reimburse
          any
          related Servicing Advances or other expenses incurred by the Servicer with
          respect to that REO Property.

         

        (c)  If
          the
          Purchaser has not informed the Servicer that it will manage REO Property,
          the
          provisions of this Subsection 11.13(c) shall apply.  The Servicer
          shall cause to be deposited on a daily basis in the Custodial Account all
          revenues received with respect to the conservation of the related REO Property.
          The Servicer shall make distributions as required on each Remittance Date
          to the
          Purchaser of the net cash flow from the REO Property (which shall equal
          the
          revenues from such REO Property net of the expenses described above and
          of any
          reserves reasonably required from time to time to be maintained to satisfy
          anticipated liabilities for such expenses).

         

        The
          disposition of REO Property shall be carried out by the
          Servicer.  Upon the request of the Purchaser, and at the Purchaser’s
          expense, the Servicer shall cause an appraisal of the REO Property to be
          performed for the Purchaser.

         

        The
          Servicer shall either itself or through an agent selected by the Servicer,
          manage, conserve, protect and operate the REO Property in the same manner
          that
          it manages, conserves, protects and operates other foreclosed property
          for its
          own account, and in the same manner that similar property in the same locality
          as the REO Property is managed.  The Servicer shall bill the Purchaser
          for such costs upon the sale of the REO Property and shall not withdraw
          funds to
          cover such costs from the Custodial Account.

         

        Subsection
          11.14  Servicing
          Compensation.

         

        As
          compensation for its services hereunder, the Servicer shall be entitled
          to
          retain the Servicing Fee from interest payments actually collected on the
          Mortgage Loans.  Additional servicing compensation in the form of
          assumption fees, late payment charges, prepayment penalties, BPP Fees and
          other
          ancillary income shall be retained by the Servicer to the extent not required
          to
          be deposited in the Custodial Account.  The Servicer 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 herein.

         

        Subsection
          11.15  Distributions.

         

        On
          each
          Remittance Date the Servicer shall remit by wire transfer of immediately
          available funds to the account designated in writing by the Purchaser of
          record
          on the preceding Record Date (a) all amounts credited to the Custodial
          Account at the close of business on the related Determination Date, net
          of
          charges against or withdrawals from the Custodial Account pursuant to
          Subsection 11.05(b) through (h), plus (b) all amounts, if any, which
          the Servicer is obligated to distribute pursuant to Subsection 11.17, minus
          (c) any amounts attributable to Principal Prepayments received after the
          end of the calendar month preceding the month in which the Remittance Date
          occurs, minus (d) except in the case of Option ARM Mortgage Loans, any
          amounts attributable to Monthly Payments collected but due on a Due Date
          or Due
          Dates subsequent to the related Due Date.

         

        With
          respect to any remittance received by the Purchaser after the Business
          Day on
          which such payment was due, the Servicer shall pay to the Purchaser interest
          on
          any such late payment at an annual rate equal to the rate of interest as
          is
          publicly announced from time to time at its principal office by Bank of
          America,
          National Association, or its successor, as its prime lending rate, adjusted
          as
          of the date of each change, plus two percent (2%), but in no event greater
          than the maximum amount permitted by applicable law.  Such interest
          shall be paid by the Servicer to the Purchaser on the date such late payment
          is
          made and shall cover the period commencing with the Business Day on which
          such
          payment was due and ending with the Business Day immediately preceding
          the
          Business Day on which such payment is made, both inclusive.  The
          payment by the Servicer of any such interest shall not be deemed an extension
          of
          time for payment or a waiver of any Event of Default by the
          Servicer.

         

        Subsection
          11.16  Statements
          to the Purchaser.

         

        Not
          later
          than the tenth (10th) day
          of the month
          of each related Remittance Date, the Servicer shall forward to the Purchaser
          a
          statement, substantially in the form of Exhibit 5 and certified by a
          Servicing Officer, setting forth on a loan-by-loan
          basis:  (a) the amount of the distribution made on such
          Remittance Date which is allocable to principal and allocable to interest;
          (b) the amount of servicing compensation received by the Servicer during
          the prior calendar month; and (c) the aggregate Stated Principal Balance of
          the Mortgage Loans as of the last day of the preceding month.  Such
          statement shall also include information regarding delinquencies on Mortgage
          Loans, indicating the number and aggregate principal amount of Mortgage
          Loans
          which are either one (1), two (2) or three (3) or more months
          delinquent and the book value of any REO Property.  The Servicer shall
          submit to the Purchaser monthly a liquidation report with respect to each
          Mortgaged Property sold in a foreclosure sale as of the related Record
          Date and
          not previously reported.  Such liquidation report shall be
          incorporated into the remittance report delivered to Purchaser in the form
          of
Exhibit 5 hereto. The Servicer shall also provide such information
          as set forth above to the Purchaser in electronic form in the Servicer’s
          standard format, a copy of which has been provided by the Servicer.

         

        The
          Servicer shall prepare and file any and all tax returns, information statements
          or other filings required to be delivered to any governmental taxing authority,
          the Mortgagor or to the Purchaser pursuant to any applicable law with respect
          to
          the Mortgage Loans and the transactions contemplated hereby.  In
          addition, the Servicer shall provide the Purchaser with such information
          concerning the Mortgage Loans as is necessary for such Purchaser to prepare
          federal income tax returns as the Purchaser may reasonably request from
          time to
          time.

         

        Subsection
          11.17  Advances
          by the Servicer.

         

        On
          the
          Business Day immediately preceding each related Remittance Date, the Servicer
          shall either (a) deposit in the Custodial Account from its own funds an
          amount equal to (i) except in the case of Option ARM Mortgage Loans, the
          aggregate amount of all Monthly Payments (with interest adjusted to the
          Mortgage
          Loan Remittance Rate) which were due on the Mortgage Loans during the applicable
          Due Period and (ii) in the case of such Option ARM Mortgage Loans, an amount
          equal to the aggregate amount of all scheduled payments of interest payable
          by
          the Mortgagor under the related Mortgage Note during the applicable Due
          Period
          in each case, which were delinquent at the close of business on the immediately
          preceding Determination Date  (each such advance, a “P&I
          Advance”), (b) cause to be made an appropriate entry in the records of
          the Custodial Account that amounts held for future distribution have been,
          as
          permitted by this Subsection 11.17, used by the Servicer in discharge of
          any such P&I Advance or (c) make P&I Advances in the form of any
          combination of (a) or (b) aggregating the total amount of advances to be
          made.  Any amounts held for future distribution and so used shall be
          replaced by the Servicer by deposit in the Custodial Account on or before
          any
          future Remittance Date if funds in the Custodial Account on such Remittance
          Date
          shall be less than payments to the Purchaser required to be made on such
          Remittance Date.  The Servicer’s obligation to make P&I Advances
          as to any Mortgage Loan will continue through the last Monthly Payment
          due prior
          to the payment in full of a Mortgage Loan, or through the last related
          Remittance Date prior to the Remittance Date for the distribution of all
          other
          payments or recoveries (including proceeds under any title, hazard or other
          insurance policy, or condemnation awards) with respect to a Mortgage Loan;
          provided, however, that such obligation shall cease if the Servicer, in
          its good faith judgment, determines that such P&I Advances would not be
          recoverable pursuant to Subsection 11.05(d).  The determination
          by the Servicer that a P&I Advance, if made, would be nonrecoverable, shall
          be evidenced by an Officer’s Certificate of the Servicer, delivered to the
          Purchaser, which details the reasons for such determination.

         

        Subsection
          11.18  Assumption
          Agreements.

         

        The
          Servicer will use its best efforts to enforce any “due-on-sale” provision
          contained in any Mortgage or Mortgage Note; provided that, subject to
          the Purchaser’s prior approval, the Servicer shall permit such assumption if so
          required in accordance with the terms of the Mortgage or the Mortgage
          Note.  When the Mortgaged Property has been conveyed by the Mortgagor,
          the Servicer will, to the extent it has knowledge of such conveyance, exercise
          its rights to accelerate the maturity of such Mortgage Loan under the
“due-on-sale” clause applicable thereto; provided, however, the
          Servicer will not exercise such rights if prohibited by law from doing
          so or if
          the exercise of such rights would impair or threaten to impair any recovery
          under the related Primary Mortgage Insurance Policy, if any.  In
          connection with any such assumption, the outstanding principal amount,
          the
          Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if
          applicable), the Gross Margin (if applicable), the Initial Rate
          Cap  (if applicable) or the Periodic Rate Cap (if applicable) of the
          related Mortgage Note shall not be changed, and the term of the Mortgage
          Loan
          will not be increased or decreased.  If an assumption is allowed
          pursuant to this Subsection 11.18, the Servicer with the prior consent of
          the issuer of the Primary Mortgage Insurance Policy, if any, is authorized
          to
          enter into a substitution of liability agreement with the purchaser of
          the
          Mortgaged Property pursuant to which the original Mortgagor is released
          from
          liability and the purchaser of the Mortgaged Property is substituted as
          Mortgagor and becomes liable under the Mortgage Note.

         

        Subsection
          11.19  Satisfaction
          of Mortgages and Release of Mortgage Files.

         

        Upon
          the
          payment in full of any Mortgage Loan, or the receipt by the Servicer of
          a
          notification that payment in full will be escrowed in a manner customary
          for
          such purposes, the Servicer will obtain the portion of the Mortgage File
          that is
          in the possession of the Purchaser or its designee, prepare and process
          any
          required satisfaction or release of the Mortgage and notify the Purchaser
          in
          accordance with the provisions of this Agreement.  The Purchaser
          agrees to deliver to the Servicer (or cause to be delivered to the Servicer)
          the
          original Mortgage Note for any Mortgage Loan not later than five (5)
          Business Days following its receipt of a notice from the Servicer that
          such a
          payment in full has been received or that a notification has been received
          that
          such a payment in full shall be made. Such Mortgage Note shall be held
          by the
          Servicer, in trust, for the purpose of canceling such Mortgage Note and
          delivering the canceled Mortgage Note to the Mortgagor in a timely manner
          as and
          to the extent provided under any applicable federal or state law.

         

        In
          the
          event the Servicer grants a satisfaction or release of a Mortgage without
          having
          obtained payment in full of the indebtedness secured by the Mortgage or
          should
          the Servicer otherwise prejudice any right the Purchaser may have under
          the
          mortgage instruments, the Servicer shall remit to the Purchaser the Stated
          Principal Balance of the related Mortgage Loan by deposit thereof in the
          Custodial Account.  The Fidelity Bond shall insure the Servicer
          against any loss it may sustain with respect to any Mortgage Loan not satisfied
          in accordance with the procedures set forth herein.

         

        Subsection
          11.20  Annual
          Statement as to Compliance.

         

        (a)  The
          Servicer shall deliver to the Purchaser, to any master servicer which is
          master
          servicing any of the Mortgage Loans pursuant to a Securitization or other
          securitization transaction (each, a “Master Servicer”) and to the
          Sarbanes Certifying Party not later than the earlier of (a) March 15 of
          each
          calendar year (other than the calendar year during which the related Closing
          Date occurs) or (b) with respect to any calendar year during which the
          annual
          report of the entity which is the depositor (or other party responsible
          for
          filing Form 10-K with the Commission (as defined below)) of the Mortgage
          Loans
          pursuant to a Securitization or other securitization transaction (the
“Depositor”) on Form 10-K is required to be filed in accordance with the
          Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
          rules and regulations of the Securities Exchange Commission (the
“Commission”), fifteen (15) calendar days before the date on which the
          Depositor’s annual report on Form 10-K is required to be filed in accordance
          with the Exchange Act and the rules and regulations of the Commission (or,
          in
          each case, if such day is not a Business Day, the immediately preceding
          Business
          Day), an Officer’s Certificate stating, as to each signatory thereof, that (i) a
          review of the activities of the Servicer during the preceding year and
          of
          performance under this Agreement has been made under such officer’s supervision
          and (ii) to the best of such officer’s knowledge, based on such review, the
          Servicer 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 officer and the
          nature
          and status thereof.

         

        (b)  With
          respect to any Mortgage Loans that are subject to a Securitization or other
          securitization transaction, not later than the earlier of (a) March 15
          of each
          calendar year (other than the calendar year during which the Closing Date
          occurs) or (b) with respect to any calendar year during which the Depositor’s
          annual report on Form 10-K is required to be filed in accordance with the
          Exchange Act and the rules and regulations of the Commission, fifteen (15)
          calendar days before the date on which the Depositor’s annual report on Form
          10-K is required to be filed in accordance with the Exchange Act and the
          rules
          and regulations of the Commission (or, in each case, if such day is not
          a
          Business Day, the immediately preceding Business Day), an officer of the
          Servicer shall execute and deliver an Officer’s Certificate in the form attached
          hereto as Exhibit 7 to the Sarbanes Certifying Party for the benefit of
          the Sarbanes Certifying Party and its officers, directors and
          affiliates.

         

        (c)  The
          Servicer shall indemnify and hold harmless the Master Servicer and the
          Sarbanes
          Certifying Party (any such person, an “Indemnified Party”) from and
          against any losses, damages, penalties, fines, forfeitures, reasonable
          legal
          fees and related costs, judgments and other costs and expenses arising
          out of or
          based upon a breach by the Servicer of its obligations under this Subsection
          11.20 or Subsection 11.21, or the negligence, bad faith or willful misconduct
          of
          the Servicer in connection therewith. If the indemnification provided for
          herein
          is unavailable or insufficient to hold harmless any Indemnified Party,
          then the
          Servicer agrees that it shall contribute to the amount paid or payable
          by the
          Indemnified Party as a result of the losses, claims, damages or liabilities
          of
          the Indemnified Party in such proportion as is appropriate to reflect the
          relative fault of the Indemnified Party on the one hand and the Servicer
          on the
          other in connection with a breach of the Servicer’s obligations under this
          Subsection 11.20 or Subsection 11.21, or the Servicer’s negligence, bad faith or
          willful misconduct in connection therewith.

         

        It
          is
          acknowledged and agreed that each Master Servicer and the Sarbanes Certifying
          Party shall be an express third party beneficiary of the provisions of
          this
          Subsection 11.20 and shall be entitled independently to enforce the provisions
          of this Subsection 11.20 with respect to any obligations owed to such entity
          as
          if it were a direct party to this Agreement.

         

        Subsection
          11.21  Annual
          Independent Public Accountants’ Servicing Report.

         

        Not
          later
          than the earlier of (a) March 15 of each calendar year (other than the
          calendar
          year during which the related Closing Date occurs) or (b) with respect
          to any
          calendar year during which the Depositor’s annual report on Form 10-K is
          required to be filed in accordance with the Exchange Act and the rules
          and
          regulations of the Commission, fifteen (15) calendar days before the date
          on
          which the Depositor’s annual report on Form 10-K is required to be filed in
          accordance with the Exchange Act and the rules and regulations of the Commission
          (or, in each case, if such day is not a Business Day, the immediately preceding
          Business Day), the Servicer 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 any Master Servicer and the
          Sarbanes Certifying Party to the effect that such firm has examined certain
          documents and records relating to the servicing of residential mortgage
          loans
          and that, on the basis of such examination conducted substantially in compliance
          with the Uniform Single Attestation Program for Mortgage Bankers, such
          firm
          confirms that such servicing has been conducted in compliance with Customary
          Servicing Procedures except for such significant exceptions or errors in
          records
          that, in the opinion of such firm, the Uniform Single Attestation Program
          for
          Mortgage Bankers requires it to report.

         

        


         

        
          	
                  Subsection
                    11.22         

                	
                  Servicer
                    Shall Provide Access and Information as Reasonably
                    Required.

                


        

         

        The
          Servicer shall provide to the Purchaser, and for any Purchaser insured
          by FDIC
          or NAIC, the supervisory agents and examiners of FDIC and OTS or NAIC,
          access to
          any documentation regarding the Mortgage Loans which may be required by
          applicable regulations.  Such access shall be afforded without charge,
          but only upon reasonable request, during normal business hours and at the
          offices of the Servicer.

         

        In
          addition, the Servicer shall furnish upon request by the Purchaser, during
          the
          term of this Agreement, such periodic, special or other reports or information,
          whether or not provided for herein, as shall be necessary, reasonable and
          appropriate with respect to the purposes of this Agreement and applicable
          regulations.  All such reports or information shall be provided by and
          in accordance with all reasonable instructions and directions the Purchaser
          may
          require.  The Servicer 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 purposes and to carry out
          the
          terms of this Agreement.

         

        Subsection
          11.23  Inspections.

         

        The
          Servicer shall inspect the Mortgaged Property as often deemed necessary
          by the
          Servicer to assure itself that the value of the Mortgaged Property is being
          preserved.  In addition, if any Mortgage Loan is more than sixty (60)
          days delinquent, the Servicer immediately shall inspect the Mortgaged Property
          and shall conduct subsequent inspections in accordance with Customary Servicing
          Procedures or as may be required by the primary mortgage guaranty
          insurer.  The Servicer shall keep written report of each such
          inspection and shall provide a copy of such inspection to the Purchaser
          upon the
          request of the Purchaser.

         

        Subsection
          11.24  Restoration
          of Mortgaged Property.

         

        The
          Servicer need not obtain the approval of the Purchaser prior to releasing
          any
          Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied
          to
          the restoration or repair of the Mortgaged Property if such release is
          in
          accordance with Customary Servicing Procedures.  At a minimum, the
          Servicer shall comply with the following conditions in connection with
          any such
          release of Insurance Proceeds or Condemnation Proceeds:


         

        (a)  the
          Servicer shall receive satisfactory independent verification of completion
          of
          repairs and issuance of any required approvals with respect
          thereto;

         

        (b)  the
          Servicer shall take all steps necessary to preserve the priority of the
          lien of
          the Mortgage, including, but not limited to requiring waivers with respect
          to
          mechanics’ and materialmen’s liens;

         

        (c)  the
          Servicer shall verify that the Mortgage Loan is not in default; and

         

        (d)  pending
          repairs or restoration, the Servicer shall place the Insurance Proceeds
          or
          Condemnation Proceeds in the Escrow Account.

         

        If
          the
          Purchaser is named as an additional loss payee, the Servicer is hereby
          empowered
          to endorse any loss draft issued in respect of such a claim in the name
          of the
          Purchaser.


         

        Subsection
          11.25  BPP
          Mortgage Loans.

         

        With
          respect to any BPP Mortgage Loan, the Servicer hereby agrees to deposit
          in the
          Custodial Account and remit to the Purchaser any BPP Mortgage Loan Payment
          due
          pursuant to a BPP Addendum.  Any Monthly Covered Amount payable by the
          Servicer pursuant to this Subsection 11.25 shall be remitted to the Purchaser
          on
          or prior to the Remittance Date relating to the Determination Date immediately
          following the Due Date as to which such Monthly Covered Amount
          relates.  Any Total Covered Amount payable by the Servicer pursuant to
          this Subsection 11.25 shall be remitted to the Purchaser on or prior to the
          Remittance Date relating to the Determination Date in the month following
          the
          month in which the cancellation to which such Total Covered Amount relates
          occurs.  For the avoidance of any doubt, no duty of the Servicer to
          remit or advance funds hereunder (including, without limitation, Servicing
          Advances) shall include remittances or advances of or with respect to BPP
          Fees.  Notwithstanding any provision in this Agreement to the
          contrary, in the event servicing is transferred from the Servicer, the
          BPP
          Addendum shall be of no further force and effect and the Servicer shall
          not have
          obligations to make BPP Mortgage Loan Payments or otherwise with respect
          to the
          BPP Addendum; provided however, that the Servicer would be required to
          make any payments required under the BPP Addendum with respect to protected
          events that occur on or prior to the effective date of termination as set
          forth
          in the BPP Addendum.


         

        
          	
                  SECTION
                    12.         

                	
                    The
                    Servicer.

                


        

         

        Subsection
          12.01  Indemnification;
          Third Party Claims.

         

        (a)  The
          Servicer agrees to indemnify and hold harmless the Purchaser against any
          and all
          claims, losses, 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 Servicer to service the Mortgage
          Loans
          in compliance with the terms of this Agreement.

         

        (b)  The
          Servicer shall immediately notify the Purchaser if a claim is made by a
          third
          party with respect to this Agreement or the Mortgage Loans, and the Servicer
          shall assume (with the written consent of the Purchaser) the defense of
          any such
          claim and pay all expenses in connection therewith, including counsel
          fees.  If the Servicer has assumed the defense of the Purchaser, the
          Servicer shall provide the Purchaser with a written report of all expenses
          and
          advances incurred by the Servicer pursuant to this Subsection 12.01 and the
          Purchaser shall promptly reimburse the Servicer for all amounts advanced
          by it
          pursuant to the preceding sentence except when the claim in any way relates
          to
          the failure of the Servicer to service the Mortgage Loans in accordance
          with the
          terms of this Agreement.

         

        Subsection
          12.02  Merger
          or Consolidation of the Servicer.

         

        The
          Servicer will keep in full effect its existence, rights and franchises
          as a
          national banking association, and will obtain and preserve its qualification
          to
          do business in each jurisdiction in which such qualification is or shall
          be
          necessary to protect the validity and enforceability of this Agreement
          or any of
          the Mortgage Loans and to perform its duties under this Agreement.

         

        Any
          Person into which the Servicer may be merged or consolidated, or any entity
          resulting from any merger, conversion or consolidation to which the Servicer
          shall be a party, or any Person succeeding to substantially all of the
          business
          of the Servicer (whether or not related to loan servicing), shall be the
          successor of the Servicer 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.

         

        Subsection
          12.03  Limitation
          on Liability of the Servicer and Others.

         

        The
          duties and obligations of the Servicer shall be determined solely by the
          express
          provisions of this Agreement, the Servicer shall not be liable except for
          the
          performance of such duties and obligations as are specifically set forth
          in this
          Agreement and no implied covenants or obligations shall be read into this
          Agreement against the Servicer.  Neither the Servicer nor any of the
          directors, officers, employees or agents of the Servicer shall be under
          any
          liability to the Purchaser for any action taken or for refraining from
          the
          taking of any action in accordance with Customary Servicing Procedures
          and
          otherwise in good faith pursuant to this Agreement or for errors in judgment;
          provided, however, that this provision shall not protect the Servicer
          against any liability resulting from any breach of any representation or
          warranty made herein, or from any liability specifically imposed on the
          Servicer
          herein; and, provided further, that this provision shall not protect
          the Servicer against any liability that would otherwise be imposed by reason
          of
          the willful misfeasance, bad faith or gross negligence in the performance
          of
          duties or by reason of reckless disregard of the obligations or duties
          hereunder.  The Servicer and any director, officer, employee or agent
          of the Servicer may rely on any document of any kind which it in good faith
          reasonably believes to be genuine and to have been adopted or signed by
          the
          proper authorities respecting any matters arising hereunder.  Subject
          to the terms of Subsection 12.01, the Servicer shall have no obligation to
          appear with respect to, prosecute or defend any legal action which is not
          incidental to the Servicer’s duty to service the Mortgage Loans in accordance
          with this Agreement.

         

        Subsection
          12.04  Seller
          and Servicer Not to Resign.

         

        Neither
          the Seller nor the Servicer shall assign this Agreement or resign from
          the
          obligations and duties hereby imposed on it except by mutual consent of
          the
          Servicer or the Seller, as the case may be, and the Purchaser or upon the
          determination that the Servicer’s duties hereunder are no longer permissible
          under applicable law and such incapacity cannot be cured by the
          Servicer.  Any such determination permitting the unilateral
          resignation of the Servicer 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 or
          assignment shall become effective until a successor has assumed the Servicer’s
          responsibilities and obligations hereunder in accordance with
          Subsection 14.02.


         

        
          	
                  SECTION
                    13.         

                	
                   Default.

                


        

         

        Subsection
          13.01  Events
          of Default.

         

        In
          case
          one or more of the following Events of Default by the Servicer shall occur
          and
          be continuing:


         

        (a)  any
          failure by the Servicer 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 after the date upon which written notice of such
          failure, requiring the same to be remedied, shall have been given to the
          Servicer by the Purchaser;

         

        (b)  failure
          by the Servicer to duly observe or perform, in any material respect, any
          other
          covenants, obligations or agreements of the Servicer as set forth in this
          Agreement which failure 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 Servicer by the
          Purchaser;

         

        (c)  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 Servicer and such decree or order shall have
          remained in force, undischarged or unstayed for a period of sixty (60)
          days;

         

        (d)  the
          Servicer 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 Servicer
          or
          relating to all or substantially all of the Servicer’s property;

         

        (e)  the
          Servicer shall admit in writing its inability to pay its debts 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;

         

        (f)  the
          Servicer shall cease to be qualified to do business under the laws of any
          state
          in which a Mortgaged Property is located, but only to the extent such
          qualification is necessary to ensure the enforceability of each Mortgage
          Loan
          and to perform the Servicer’s obligations under this Agreement; or

         

        (g)  the
          Servicer shall fail to meet the servicer eligibility qualifications of
          Fannie
          Mae or the Servicer shall fail to meet the servicer eligibility qualifications
          of Freddie Mac;

         

        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 Servicer, may, in
          addition
          to whatever rights the Purchaser may have at law or equity to damages,
          including
          injunctive relief and specific performance, commence termination of all
          the
          rights and obligations of the Servicer under this Agreement and in and
          to the
          Mortgage Loans and the proceeds thereof.  Upon receipt by the Servicer
          of such written notice from the Purchaser stating that they intend to terminate
          the Servicer as a result of such Event of Default, all authority and power
          of
          the Servicer under this Agreement, whether with respect to the Mortgage
          Loans or
          otherwise, shall pass to and be vested in the successor appointed pursuant
          to
          Subsection 14.02.  Upon written request from the Purchaser, the
          Servicer shall prepare, execute and deliver to a successor any and all
          documents
          and other instruments, place in such successor’s possession all Mortgage Files
          and do or cause to be done all other acts or things necessary or appropriate
          to
          effect the purposes of such notice of termination, including, but not limited
          to, the transfer and endorsement or assignment of the Mortgage Loans and
          related
          documents to the successor at the Servicer’s sole expense.  The
          Servicer agrees to cooperate with the Purchaser and such successor in effecting
          the termination of the Servicer’s responsibilities and rights hereunder,
          including, without limitation, the transfer to such successor for administration
          by it of all amounts which shall at the time be credited by the Servicer
          to the
          Custodial Account or Escrow Account or thereafter received with respect
          to the
          Mortgage Loans.

         

        Subsection
          13.02  Waiver
          of Default.

         

        The
          Purchaser may waive any default by the Servicer in the performance of its
          obligations hereunder and its consequences.  Upon any waiver of a past
          default, such default shall cease to exist, and any Event of Default arising
          therefrom shall be deemed to have been remedied for every purpose of this
          Agreement.  No such waiver shall extend to any subsequent or other
          default or impair any right consequent thereto except to the extent expressly
          so
          waived.


         

        
          	
                  SECTION
                    14.         

                	
                   Termination.

                


        

         

        Subsection
          14.01  Termination.

         

        The
          respective obligations and responsibilities of the Servicer, as servicer,
          shall
          terminate upon (a) the distribution to the Purchaser of the final payment
          or liquidation with respect to the last Mortgage Loan (or advances of same
          by
          the Servicer) or (b) the disposition of all property acquired upon
          foreclosure or deed in lieu of foreclosure with respect to the last Mortgage
          Loan and the remittance of all funds due hereunder.  Upon written
          request from the Purchaser in connection with any such termination, the
          Servicer
          shall prepare, execute and deliver, any and all documents and other instruments,
          place in the Purchaser’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
          Purchaser’s sole expense.  The Servicer agrees to cooperate with the
          Purchaser and such successor in effecting the termination of the Servicer’s
          responsibilities and rights hereunder as servicer, 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 Servicer to the Custodial
          Account or Escrow Account or thereafter received with respect to the Mortgage
          Loans.


         

        Subsection
          14.02  Successors
          to the Servicer.

         

        Prior
          to
          the termination of the Servicer’s responsibilities and duties under this
          Agreement pursuant to Subsections 12.04, 13.01 or 14.01, the Purchaser
          shall, (a) succeed to and assume all of the Servicer’s responsibilities,
          rights, duties and obligations under this Agreement or (b) appoint a
          successor which shall succeed to all rights and assume all of the
          responsibilities, duties and liabilities of the Servicer under this Agreement
          upon such termination.  In connection with such appointment and
          assumption, the Purchaser may make such arrangements for the compensation
          of
          such successor out of payments on Mortgage Loans as it and such successor
          shall
          agree.  In the event that the Servicer’s duties, responsibilities and
          liabilities under this Agreement shall be terminated pursuant to the
          aforementioned Subsections, the Servicer 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
          Servicer pursuant to the aforementioned Subsections shall not become effective
          until a successor shall be appointed pursuant to this Subsection and shall
          in no
          event relieve the Seller of the representations and warranties made pursuant
          to
          Subsections 7.01 and 7.02 and the remedies available to the Purchaser under
          Subsection 7.03, it being understood and agreed that the provisions of such
          Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding
          any such resignation or termination of the Servicer, or the termination
          of this
          Agreement.

         

        Any
          successor appointed as provided herein shall execute, acknowledge and deliver
          to
          the Servicer 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 Servicer,
          with like
          effect as if originally named as a party to this Agreement.  Any
          termination or resignation of the Servicer or this Agreement pursuant to
          Subsections 12.04, 13.01 or 14.01 shall not affect any claims that the
          Purchaser may have against the Servicer arising prior to any such termination
          or
          resignation.

         

        The
          Servicer shall promptly deliver to the successor the funds in the Custodial
          Account and Escrow Account and all Mortgage Files and related documents
          and
          statements held by it hereunder and the Servicer shall account for all
          funds and
          shall execute and deliver such instruments and do such other things as
          may
          reasonably be required to more fully and definitively vest in the successor
          all
          such rights, powers, duties, responsibilities, obligations and liabilities
          of
          the Servicer.

         

        Upon
          a
          successor’s acceptance of appointment as such, the Servicer shall notify by mail
          the Purchaser of such appointment.


         

        
          	
                  SECTION
                    15.         

                	
                   Notices.

                


        

         

        All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if mailed, by registered or certified mail,
          return receipt requested, or, if by other means, when received by the other
          party at the address as follows:


         

        (a)  if
          to the
          Purchaser:

         

        EMC
          Mortgage Corporation

        Mac
          Arthur Ridge II

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          Texas 75038

        Attention:  Ms.
          Raylene Ruyle

         

        (b)  if
          to the
          Seller:

         

        Bank
          of America, National
          Association

        201
          North Tryon Street

        Charlotte,
          North Carolina
          28255

        Attention:  Secondary
          Marketing Manager

         

        (c)  if
          to the
          Servicer:

         

        Bank
          of America, National
          Association

        475
          Crosspoint Parkway

        Getzville,
          New York
          14068-9000

        Attention:
          Servicing
          Manager

         

        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
                    16.         

                	
                   Severability
                    Clause.

                


        

         

        Any
          part,
          provision, representation or warranty of this Agreement which is prohibited
          or
          which is held to be void or unenforceable shall be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof.  Any part, provision, representation or warranty of
          this Agreement which is prohibited or unenforceable or is held to be void
          or
          unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction.  To the extent
          permitted by applicable law, the parties hereto waive any provision of
          law which
          prohibits or renders void or unenforceable any provision hereof.  If
          the invalidity of any part, provision, representation or warranty of this
          Agreement shall deprive any party of the economic benefit intended to be
          conferred by this Agreement, the parties shall negotiate, in good-faith,
          to
          develop a structure the economic effect of which is nearly as possible
          the same
          as the economic effect of this Agreement without regard to such
          invalidity.

         

        
          	
                  SECTION
                    17.         

                	
                   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 Servicer
          shall
          be rendered as an independent contractor and not as agent for the
          Purchaser.

         

        
          	
                  SECTION
                    18.         

                	
                   Counterparts.

                


        

         

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


         

        
          	
                  SECTION
                    19.         

                	
                   Governing
                    Law.

                


        

         

        EXCEPT
          TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE AGREEMENT SHALL BE CONSTRUED
          IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH THE
          LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS
          PROVISIONS OF NEW YORK OR ANY OTHER JURISDICTION.

         

        
          	
                  SECTION
                    20.         

                	
                   Intention
                    of the Parties.

                


        

         

        It
          is the
          intention of the parties that the Purchaser is purchasing, and the Seller
          is
          selling, the Mortgage Loans and not a debt instrument of the Seller or
          another
          security.  Accordingly, the parties hereto each intend to treat the
          transaction for federal income tax purposes as a sale by the Seller, and
          a
          purchase by the Purchaser, of the Mortgage Loans.  The Purchaser shall
          have the right to review the Mortgage Loans and the related Mortgage Files
          to
          determine the characteristics of the Mortgage Loans which shall affect
          the
          federal income tax consequences of owning the Mortgage Loans and the Seller
          shall cooperate with all reasonable requests made by the Purchaser in the
          course
          of such review.

         

        It
          is not
          the intention of the parties that such conveyances be deemed a pledge
          thereof.  However, in the event that, notwithstanding the intent of
          the parties, such assets are held to be the property of the Seller or if
          for any
          other reason this Agreement is held or deemed to create a security interest
          in
          either such assets, then (a) this Agreement shall be deemed to be a
          security agreement within the meaning of the Uniform Commercial Code of
          the
          State of New York and (b) the conveyances provided for in this Agreement
          shall be deemed to be an assignment and a grant by the Seller to the Purchaser
          of a security interest in all of the assets transferred, whether now owned
          or
          hereafter acquired.

         

        
          	
                  SECTION
                    21.         

                	
                   Waivers.

                


        

         

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


         

        
          	
                  SECTION
                    22.         

                	
                   Exhibits.

                


        

         

        The
          exhibits to this Agreement are hereby incorporated and made a part hereof
          and
          are an integral part of this Agreement.


         

        
          	
                  SECTION
                    23.         

                	
                   General
                    Interpretive Principles.

                


        

         

        For
          purposes of this Agreement, except as otherwise expressly provided or unless
          the
          context otherwise requires:

         

        (a)  the
          terms
          defined in this Agreement have the meanings assigned to them in this Agreement
          and include the plural as well as the singular, and the use of any gender
          herein
          shall be deemed to include the other gender;

         

        (b)  accounting
          terms not otherwise defined herein have the meanings assigned to them in
          accordance with generally accepted accounting principles;

         

        (c)  references
          herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other
          subdivisions without reference to a document are to designated Articles,
          Sections, Subsections, Paragraphs and other subdivisions of this
          Agreement;

         

        (d)  reference
          to a Subsection without further reference to a Section is a reference to
          such
          Subsection as contained in the same Section in which the reference appears,
          and
          this rule shall also apply to Paragraphs and other subdivisions;

         

        (e)  the
          words
“herein,” “hereof,” “hereunder” and other words of similar import refer to this
          Agreement as a whole and not to any particular provision; and

         

        (f)  the
          term
“include” or “including” shall mean without limitation by reason of
          enumeration.


         

        
          	
                  SECTION
                    24.         

                	
                   Reproduction
                    of Documents.

                


        

         

        This
          Agreement and all documents relating thereto, including, without limitation
          (a) consents, waivers and modifications which may hereafter be executed,
          (b) documents received by any party at the closing and (c) financial
          statements, certificates and other information previously or hereafter
          furnished, may be reproduced by any photographic, photostatic, microfilm,
          micro-card, miniature photographic or other similar process. The parties
          hereto
          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
          hereto
          in the regular course of business, and that any enlargement, facsimile
          or
          further reproduction of such reproduction shall likewise be admissible
          in
          evidence.


         

        
          	
                  SECTION
                    25.         

                	
                   Amendment.

                


        

         

        This
          Agreement may be amended from time to time by the Purchaser, the Seller
          and the
          Servicer by written agreement signed by the parties hereto.

         

        
          	
                  SECTION
                    26.         

                	
                   Confidentiality.

                


        

         

        Each
          of
          the Purchaser, the Seller and the Servicer shall employ proper procedures
          and
          standards designed to maintain the confidential nature of the terms of
          this
          Agreement, except to the extent (a) the disclosure of which is reasonably
          believed by such party to be required in connection with regulatory requirements
          or other legal requirements relating to its affairs; (b) disclosed to any
          one or more of such party’s employees, officers, directors, agents, attorneys or
          accountants who would have access to the contents of this Agreement and
          such
          data and information in the normal course of the performance of such person’s
          duties for such party, to the extent such party has procedures in effect
          to
          inform such person of the confidential nature thereof; (c) that is
          disclosed in a prospectus, prospectus supplement or private placement memorandum
          relating to a Securitization of the Mortgage Loans by the Purchaser (or
          an
          affiliate assignee thereof) or to any person in connection with the resale
          or
          proposed resale of all or a portion of the Mortgage Loans by such party
          in
          accordance with the terms of this Agreement; and (d) that is reasonably
          believed by such party to be necessary for the enforcement of such party’s
          rights under this Agreement.


         

        
          	
                  SECTION
                    27.         

                	
                   Entire
                    Agreement.

                


        

         

        This
          Agreement constitutes the entire agreement and understanding relating to
          the
          subject matter hereof between the parties hereto and any prior oral or
          written
          agreements between them shall be deemed to have merged herewith.

         

        
          	
                  SECTION
                    28.         

                	
                   Further
                    Agreements;
                    Securitization.

                


        

         

        The
          Seller, the Servicer and the Purchaser each agree to execute and deliver
          to the
          other such reasonable and appropriate additional documents, instruments
          or
          agreements as may be necessary or appropriate to effectuate the purposes
          of this
          Agreement.

         

        The
          Seller and the Servicer each agree to enter into additional documents,
          instruments or agreements as may be necessary to effect one or more
          Securitizations of the Mortgage Loans.  The parties also agree that
          the provisions of this Agreement may be altered in a manner reasonably
          acceptable to the Servicer if necessary to effect a Securitization (including,
          but not limited to, any changes required (i) to satisfy Rating Agency
          requirements or (ii) to qualify for treatment as one or more real estate
          mortgage investment conduits).  All reasonable out of pocket costs
          actually incurred by the Seller and the Servicer, including reasonable
          attorney’s fees and accountant’s fees (such attorney’s and accountant’s fees not
          to exceed $20,000), in connection with performing its obligations under
          this
          Section 28 with respect to a Securitization shall be reimbursed by the
          Purchaser
          upon demand therefor.


         

        
          	
                  SECTION
                    29.         

                	
                   Successors
                    and Assigns.

                


        

         

        This
          Agreement shall bind and inure to the benefit of and be enforceable by
          the
          initial Purchaser, the Seller and the Servicer, and the respective successors
          and assigns of the Purchaser, the Seller and the Servicer.  The
          initial Purchaser and any subsequent purchasers may assign this Agreement
          to any
          Person to whom any Mortgage Loan is transferred pursuant to a sale or financing
          upon prior written notice to the Servicer in accordance with the following
          paragraph; provided, however, that the Servicer shall not be required
          to service the Mortgage Loans for more than three (3) Persons for assignees
          of EMC Mortgage Corporation or its respective affiliates at any time and
          shall
          not recognize any assignment of this Agreement to the extent that following
          such
          assignment more than such number of Persons would be purchasers
          hereunder.  As used herein, the trust formed in connection with a
          Securitization shall be deemed to constitute a single “Person.”  Upon
          any such assignment and written notice thereof to the Servicer, the Person
          to
          whom such assignment is made shall succeed to all rights and obligations
          of the
          Purchaser under this Agreement to the extent of the related Mortgage Loan
          or
          Mortgage Loans and this Agreement, to the extent of the related Mortgage
          Loan or
          Mortgage Loans, shall be deemed to be a separate and distinct agreement
          between
          the Servicer and such purchaser, and a separate and distinct agreement
          between
          the Servicer and each other purchaser to the extent of the other related
          Mortgage Loan or Mortgage Loans.

         

        At
          least
          five (5) Business Days prior to the end of the month preceding the date
          upon which the first remittance is to be made to an assignee of the Purchaser,
          the Purchaser shall provide to the Servicer written notice of any assignment
          setting forth:  (a) the Servicer’s applicable Mortgage Loan
          identifying number for each of the Mortgage Loans affected by such assignment;
          (b) the aggregate scheduled transfer balance of such Mortgage Loans; and
          (c) the full name, address and wiring instructions of the assignee and the
          name and telephone number of an individual representative for such assignee,
          to
          whom the Servicer should:  (i) send remittances; (ii) send
          any notices required by or provided for in this Agreement; and
          (iii) deliver any legal documents relating to the Mortgage Loans
          (including, but not limited to, contents of any Mortgage File obtained
          after the
          effective date of any assignment).

         

        If
          the
          Purchaser has not provided the notice of assignment required by this
          Section 29, the Servicer shall not be required to treat any other Person as
          a “Purchaser” hereunder and may continue to treat the Purchaser which purports
          to assign the Agreement as the “Purchaser” for all purposes of this
          Agreement.


         

        
          	
                  SECTION
                    30.         

                	
                   Non-Solicitation.

                


        

         

        From
          and
          after the Closing Date, the Seller, the Servicer and any of their respective
          affiliates hereby agrees that it will not take any action or permit or
          cause any
          action to be taken by any of its agents or affiliates, or by any independent
          contractors on its behalf, to personally, by telephone or mail, solicit
          a
          Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage
          Loan, in whole or in part, without the prior written consent of the
          Purchaser.  It is understood and agreed that all rights and benefits
          relating to the solicitation of any Mortgagors and the attendant rights,
          title
          and interest in and to the list of such Mortgagors and data relating to
          their
          Mortgages (including insurance renewal dates) shall be transferred to the
          Purchaser pursuant hereto on the Closing Date and none of the Seller, the
          Servicer or any of their respective affiliates shall take any action to
          undermine these rights and benefits.


         

        Notwithstanding
          the foregoing, it is understood and agreed that the Seller, the Servicer
          or any
          of their respective affiliates:


         

        (a)  may
          advertise its availability for handling refinancings of mortgages in its
          portfolio, including the promotion of terms it has available for such
          refinancings, through the sending of letters or promotional material, so
          long as
          it does not specifically target Mortgagors and so long as such promotional
          material either is sent to the mortgagors for all of the mortgages in the
          A-quality servicing portfolio of the Seller, the Servicer and any of their
          affiliates (those it owns as well as those serviced for others) or sent
          to all
          of the mortgagors who have specific types of mortgages (such as FHA, VA,
          conventional fixed-rate or conventional adjustable-rate, or sent to those
          mortgagors whose mortgages fall within specific interest rate
          ranges;

         

        (b)  may
          provide pay-off information and otherwise cooperate with individual mortgagors
          who contact it about prepaying their mortgages by advising them of refinancing
          terms and streamlined origination arrangements that are available;
          and

         

        (c)  may
          offer
          to refinance a Mortgage Loan made within thirty (30) days following receipt
          by it  of a pay-off request from the related Mortgagor.

         

        Promotions
          undertaken by the Seller or the Servicer or by any affiliate of the Seller
          or
          the Servicer which are directed to the general public at large (including,
          without limitation, mass mailing based on commercially acquired mailing
          lists,
          newspaper, radio and television advertisements), shall not constitute
          solicitation under this Section 30.


         

        
          	
                  SECTION
                    31.         

                	
                  Protection
                    of Consumer Information.

                


        

         

        The
          Purchaser agrees that the Purchaser (i) shall comply with any applicable
          laws
          and regulations regarding the privacy and security of Consumer Information,
          (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 Seller or the Servicer,
          (iv)
          shall maintain adequate physical, technical and administrative safeguards
          to
          protect Consumer Information from unauthorized access and (v) shall immediately
          notify the Seller of any actual or suspected breach of the confidentiality
          of
          Consumer Information.

         

        The
          Purchaser agrees that the Purchaser shall indemnify, defend and hold the
          Seller
          and the Servicer harmless from and against any loss, claim or liability
          the
          Seller or the Servicer may suffer by reason of the Purchaser’s failure to
          perform the obligations set forth in this Section 31.

         

        


         

        [SIGNATURES
          ON FOLLOWING PAGE]

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Purchaser, the
          Seller and the Servicer have caused their names to be signed hereto by
          their
          respective officers thereunto duly authorized on the date first above
          written.


      

       

      
        	
                EMC
                  MORTGAGE CORPORATION,

              
	
                as
                  Purchaser

              
	 
	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 
	 
	 
	
                BANK
                  OF AMERICA, NATIONAL ASSOCIATION,

              
	
                as
                  Seller and as Servicer

              
	 
	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      


      [Signature
        page to Second Amended and Restated Flow Mortgage Loan Sale and


      Servicing
        Agreement, dated as of February 1, 2006]

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        1

       

      MORTGAGE
        LOAN DOCUMENTS

       

      


       

      With
        respect to each Mortgage Loan, the Mortgage Loan Documents shall consist
        of the
        following:

       

      (a)  the
        original Mortgage Note bearing all intervening endorsements, endorsed in
        blank
        and signed in the name of the Seller by an officer thereof, together with
        any
        applicable original BPP Addendum, or, if the original Mortgage Note has been
        lost or destroyed, a lost note affidavit substantially in the form of Exhibit
        4 hereto;

       

      (b)  the
        original Assignment of Mortgage with assignee’s name left blank;

       

      (c)  the
        original of any guarantee executed in connection with the Mortgage
        Note;

       

      (d)  the
        original Mortgage with evidence of recording thereon, or if any such mortgage
        has not been returned from the applicable recording office or has been lost,
        or
        if such public recording office retains the original recorded mortgage, a
        photocopy of such mortgage certified by the Seller to be a true and complete
        copy of the original recorded mortgage;

       

      (e)  the
        originals of all assumption, modification, consolidation or extension
        agreements, if any, with evidence of recording thereon;

       

      (f)  the
        originals of all intervening assignments of mortgage with evidence of recording
        thereon, or if any such intervening assignment of mortgage has not been returned
        from the applicable recording office or has been lost or if such public
        recording office retains the original recorded assignments of mortgage, a
        photocopy of such intervening assignment of mortgage, certified by the Seller
        to
        be a true and complete copy of the original recorded intervening assignment
        of
        mortgage;

       

      (g)  (i)
        the
        original mortgagee title insurance policy including an Environmental Protection
        Agency Endorsement and, with respect to any Adjustable Rate Mortgage Loan,
        an
        adjustable-rate endorsement, (ii) with respect to certain Refinanced Mortgage
        Loans, a title search report or other evidence of title [or (iii) in the
        case of
        any jurisdiction where title insurance polices are generally not available,
        an
        opinion of counsel of the type customarily rendered in such jurisdictions
        in
        lieu of title insurance];

       

      (h)  the
        original of any security agreement, chattel mortgage or equivalent document
        executed in connection with the Mortgage; and

       

      (i)  a
        copy of
        any applicable power of attorney.

       

       

       

      EXHIBIT
        2

       

      CONTENTS
        OF EACH MORTGAGE FILE

       

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, unless otherwise disclosed to the Purchaser on the data
        tape,
        which shall be available for inspection by the Purchaser and which shall
        be
        retained by the Servicer or delivered to the Purchaser:

       

      (a)  Copies
        of
        the Mortgage Loan Documents.

       

      (b)  Residential
        loan application.

       

      (c)  Mortgage
        Loan closing statement.

       

      (d)  Verification
        of employment and income, if required.

       

      (e)  Verification
        of acceptable evidence of source and amount of down payment.

       

      (f)  Credit
        report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie
        Mac.

       

      (g)  Residential
        appraisal report.

       

      (h)  Photograph
        of the Mortgaged Property.

       

      (i)  Survey
        of
        the Mortgaged Property, unless a survey is not required by the title
        insurer.

       

      (j)  Copy
        of
        each instrument necessary to complete identification of any exception set
        forth
        in the exception schedule in the title policy, i.e., map or plat, restrictions,
        easements, home owner association declarations, etc.

       

      (k)  Copies
        of
        all required disclosure statements.

       

      (l)  If
        applicable, termite report, structural engineer’s report, water potability and
        septic certification.

       

      (m)  Sales
        Contract, if applicable.

       

      (n)  The
        Primary Mortgage Insurance policy or certificate of insurance or electronic
        notation of the existence of such policy, where required pursuant to the
        Agreement.

       

      (o)  Evidence
        of electronic notation of the hazard insurance policy, and, if required by
        law,
        evidence of the flood insurance policy.

       

      


       

      EXHIBIT
        3

       

       

      UNDERWRITING
        GUIDELINES

       

      [ON
        FILE
        WITH THE PURCHASER]

       

       

       

      
 

       

      EXHIBIT
        4

       

       

      FORM
        OF
        LOST NOTE AFFIDAVIT

      
 

      ________________________________________,
        being first duly sworn upon oath deposes and states:

      


      That
        he/she is authorized by Bank of America, National Association (“B of A”) to
        execute this Lost Note Affidavit on behalf of B of A.  Notwithstanding
        anything contained herein, he/she shall have no personal liability pursuant
        to
        this Lost Note Affidavit.

      


      That
        the
        note dated ______________, executed by _______________ in the original principal
        sum of $____________, payable to the order of __________________ and secured
        by
        a mortgage (or deed of trust or other instrument creating a lien securing
        the
        Note (as defined below)) of even date on premises commonly known as
        ________________________________ ____________________________, a copy of
        which
        is attached hereto as Exhibit A (the “Note”) was lost and /or destroyed
        and the affiant herein has no knowledge of the location or whereabouts of
        said
        Note and said Note has not been paid, satisfied, transferred, assigned, pledged,
        or hypothecated in any way.

      


      NOW
        THEREFORE, for and in consideration of _______________and its
        successors and/or assigns, accepting a certified copy of the Note identified
        on
        Exhibit “A” in lieu of the original Note, B of A does hereby agree to defend,
        indemnify and hold harmless __________ _______________ its respective
        transferees, and their respective assigns (the “Indemnified”) from and against
        any and all loss or damage, together with all reasonable costs, charges and
        expenses (whether or not a lawsuit is filed) (collectively, the “Loss”) incurred
        as a result of the inability to enforce the Note in accordance with its terms
        due to the lack of an original Note or incurred by reason of any claim, demand,
        suit, cause of action or proceeding by a third party arising out of the
        Indemnified’s inability to enforce the Note according to its terms or the
        inability to receive any related insurance proceeds due to the lack of an
        original Note by a third party.  B of A shall pay any such Loss upon
        demand provided that B of A is notified of any such Loss in writing, after
        __________ or transferee becomes aware of same, at the following address:
        Bank
        of America, 201 North Tryon Street, 5th Floor, Charlotte, North Carolina
        28255;
        Attention: Secondary Marketing Manager; with copy to _______________________;
        Attention: ________________.  B of A does hereby further agree that
        should the original Note ever be found by it, it will promptly notify
        _________________ or its respective transferees, or their respective assigns,
        as
        applicable, and upon receipt by B of A of the original Note, will endorse
        to
        _______________ or its designee or transferee, as applicable, without recourse,
        such original Note and promptly forward said Note to_______________ or its
        designee or transferee, as applicable.  Upon receipt to the original
        Note by __________________ this indemnification agreement shall become null
        and
        void as to any loss accruing subsequent to _____________ ___________’s receipt
        of such original Note, however, B of A shall remain liable as to any loss
        accruing on or prior to __________________’s receipt of such original
        Note.

      


      Executed
        this _______day of _________________, 200__.

      


      
        	
                BANK
                  OF AMERICA, NATIONAL ASSOCIATION

              
	 
	 
	 
	
                By:

              	 
	 	 
	
                Witness:

              	 


      

      


      


      Subscribed
        and sworn to before me this _______ day of_________________, 200__.

      


      


      
        	 
	
                Notary
                  Public

              


      

      


      


      


       

      EXHIBIT
        5

       

      FORM
        OF
        MONTHLY REMITTANCE REPORT

       

       

      
 

       

      EXHIBIT
        6

      


      FORM
        OF
        TERM SHEET

       

      CLOSING
        DATE:  __________________

      


      This
        Term Sheet (this “Term Sheet”),
        dated as of _______ (the “Closing Date”), confirms the sale by Bank of America,
        National Association (the “Seller”) to EMC Mortgage Corporation (the
“Purchaser”), and the purchase by the Purchaser from the Seller, of the first
        lien residential mortgage loans on a servicing retained basis described on
        the
        Mortgage Loan Schedule attached as Schedule I hereto (the “Mortgage Loans”),
        pursuant to the terms of the Second Amended and Restated Flow Mortgage Loan
        Sale
        and Servicing Agreement (the “Flow Sale and Servicing Agreement”), dated as of
        February 1, 2006, by and between the Purchaser and the
        Seller.  Capitalized terms that are used herein but are not defined
        herein shall have the respective meanings set forth in the Flow Sale and
        Servicing Agreement.

      


      For
        good and valuable consideration,
        the receipt and sufficiency of which is hereby acknowledged, the Seller does
        hereby bargain, sell, convey, assign and transfer to Purchaser without recourse,
        except as provided in the Flow Sale and Servicing Agreement, and on a servicing
        retained basis, all right, title and interest of the Seller in and to each
        of
        the Mortgage Loans, together with all documents maintained as part of the
        related Mortgage Files, all Mortgaged Properties which secure any Mortgage
        Loan
        but are acquired by foreclosure, deed in lieu of foreclosure after the Cut-off
        Date or otherwise, all payments of principal and interest received on the
        Mortgage Loans after the Cut-off Date, all other unscheduled collections
        collected in respect of the Mortgage Loans after the Cut-off Date, and all
        proceeds of the foregoing, subject, however, to the rights of the Seller
        under
        the Flow Sale and Servicing Agreement.

      


      The
        Seller has delivered to the
        Purchaser or its designee prior to the date hereof the documents with respect
        to
        each Mortgage Loan required to be delivered under the Flow Sale and Servicing
        Agreement.

      


      For
        purposes of the Mortgage Loans sold
        pursuant to this Term Sheet, certain terms shall be as set forth
        below:

      


      
        	
                Cut-off
                  Date Principal Balance:

                 

              	
                $_______________________

                 

              
	
                Closing
                  Date:

                 

              	
                  _______________________

                 

              
	
                Cut-off
                  Date:

                 

              	
                  _______________________

                 

              
	
                Purchase
                  Price Percentage:

                 

              	
                  ________%

                 

              
	
                Servicing
                  Fee Rate:

                 

              	
                  ________%

                 

              


      

      


      


      [SIGNATURES
        ON FOLLOWING PAGE]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto,
        by the hands of their duly authorized officers, execute this Term Sheet as
        of
        the Closing Date referred to above.

      


      


      
        	
                EMC
                  MORTGAGE CORPORATION

                as
                  Purchaser

              	 	
                BANK
                  OF AMERICA, NATIONAL ASSOCIATION

                as
                  Seller

              
	 	 	 
	 	 	 
	
                By:

              	 	 	
                By:

              	 
	 	 	 	 	 
	
                Name:

              	 	 	
                Name:

              	 
	 	 	 	 	 
	
                Its:

              	 	 	
                Its:

              	 
	 	 	 	 	 
	
                By:

              	 	 	 	 
	 	 	 	 	 
	
                Name:

              	 	 	 	 
	 	 	 	 	 
	
                Its:

              	 	 	 	 


      

       

       

      
 

      EXHIBIT
        7

      


      FORM
        OF
        CERTIFICATION TO BE PROVIDED BY THE SERVICER

      


      I,
        [identify the certifying individual], certify to _______________, and its
        officers, directors, agents and affiliates, and with the knowledge and intent
        that they will rely upon this certification, that:

       

      1.            Based
        on my knowledge, the information in the Annual Statement of Compliance, the
        Annual Independent Public Accountant’s Servicing Report and all servicing
        reports, officer’s certificates and other information relating to the servicing
        of the Mortgage Loans submitted by the Servicer to the Master Servicer taken
        as
        a whole (and as amended or corrected in writing to the Master Servicer),
        does
        not contain any untrue statement of a material fact or omit to state a material
        fact necessary to make the statements made, in light of the circumstances
        under
        which such statements were made, not misleading as of the date of this
        certification;

       

      2.            The
        servicing information required to be provided to the Master Servicer by the
        Servicer under the Servicing Agreement has been provided to the Master
        Servicer;

       

      3.            I
        am responsible for reviewing the activities performed by the Servicer under
        the
        Servicing Agreement and based upon the review required by the Servicing
        Agreement, and except as disclosed in the Annual Statement of Compliance
        or the
        Annual independent Public Accountant’s Servicing Report, the Servicer has, for
        the period covered by the Form 10-K fulfilled its obligation under the Servicing
        Agreement; and

       

      4.            The
        Servicer has disclosed to the Servicer’s Certified Public Accountants all
        significant deficiencies relating to the Servicer’s compliance with the minimum
        servicing standards in accordance with a review conducted in compliance with
        the
        Uniform Single Attestation Program for Mortgage Bankers of similar standard
        as
        set forth in the Servicing Agreement.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Second Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement,
        dated as of February 1, 2006 (the “Servicing Agreement”), between Bank of
        America, National Association and EMC Mortgage Corporation.

       

      
        	
                BANK
                  OF AMERICA, NATIONAL ASSOCIATION

                 

              
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	
                Date:

              	 


      

      


      


      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Execution
          Copy

        


        REGULATION
          AB COMPLIANCE ADDENDUM

        TO

        AMENDED
          AND RESTATED FLOW MORTGAGE LOAN SALE AND SERVICING
          AGREEMENT

         

        (Servicing-retained)

         

        This
          Regulation AB Compliance Addendum (this “Reg AB Addendum”), dated as of
          December 21, 2005, by and between EMC Mortgage Corporation (the
“Purchaser”) and Bank of America, National Association (the
“Company”), to that certain Amended and Restated Flow Mortgage Loan
          Sale
          and Servicing Agreement, dated as of April 1, 2005, by and between the
          Company
          and the Purchaser (as amended, modified or supplemented, the
“Agreement”).

         

        WITNESSETH

         

        WHEREAS,
          the Company and the Purchaser have agreed to adopt an addendum to the Agreement
          to reflect the intention of the parties to comply with Regulation
          AB.

         

        NOW,
          THEREFORE, in consideration of the mutual promises and mutual obligations
          set
          forth herein, the Company and the Purchaser hereby agree as
          follows:

         

        ARTICLE
          I

        DEFINED
          TERMS

         

        Capitalized
          terms used but not defined herein shall have the meanings assigned to such
          terms
          in the Agreement.  The following terms shall have the meanings set
          forth below, unless the context clearly indicates otherwise:

         

        Commission:  The
          United States Securities and Exchange Commission.

         

        Company
          Information:  As defined in Section 2.07(a).

         

        Depositor:  With
          respect to any Securitization Transaction, the Person identified in writing
          to
          the Company by the Purchaser as depositor for such 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.

         

        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 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.

         

        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 by
          the
          Purchaser 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.

         

        Servicer:  As
          defined in Section 2.03(c).

         

        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 F for convenience of reference only.  In the event of a
          conflict or inconsistency between the terms of Exhibit F 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 F).

         

        Sponsor:  With
          respect to any Securitization Transaction, the Person identified in writing
          to
          the Company by the Purchaser as sponsor for such Securitization
          Transaction.

         

        Static
          Pool Information:  Static pool information as described in Item
          1l05(a)(l)-(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 l122(d) of Regulation AB with respect
          to
          Mortgage Loans under the direction or authority of the Company or a
          Subservicer.

         

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

         

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

         

        Whole
          Loan Transfer:  Any sale or transfer by the Purchaser of some or
          all of the Mortgage Loans, other than a Securitization Transaction.

         

        ARTICLE
          II

        COMPLIANCE
          WITH REGULATION AB

         

        Section
          2.01.  Intent
          of the Parties; Reasonableness.

         

        The
          Purchaser and the Company acknowledge and agree that the purpose of Article
          II
          of this Reg AB Addendum is to facilitate compliance by the Purchaser and
          any
          Depositor with the provisions of Regulation AB and related rules and regulations
          of the Commission and that the provisions of this Reg AB Addendum shall
          be
          applicable to all Mortgage Loans included in a Securitization Transaction
          closing on or after January 1, 2006, regardless whether the Mortgage Loans
          were
          purchased by the Purchaser from the Company prior to the date
          hereof.  Neither the Purchaser nor any Depositor shall exercise its
          right to request delivery of information or other performance under these
          provisions other than in good faith, or for purposes other than compliance
          with
          the Securities Act, the Exchange Act and the rules and regulations of the
          Commission thereunder.  The Company acknowledges that interpretations
          of the requirements of Regulation AB may change over time, whether due
          to
          interpretive guidance provided by the Commission or its staff, consensus
          among
          participants in the asset-backed securities markets, advice of counsel,
          or
          otherwise, and agrees to comply with reasonable requests made by the Purchaser
          or any Depositor in good faith for delivery of information under these
          provisions on the basis of evolving interpretations of Regulation
          AB.  In connection with any Securitization Transaction, the Company
          shall cooperate 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.

         

        The
          Purchaser and the Company also acknowledge and agree that Section
          2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05
          and
          Section 2.06 of this Reg AB Addendum shall only be applicable with respect
          to
          any Mortgage Loan if the Company (or Subservicer, if any) services such
          Mortgage
          Loan for a period following the closing date of a related Securitization
          Transaction.  The Purchaser and the Company also acknowledge and agree
          that this Reg AB Addendum is intended to supplement the terms of the Agreement
          and, to the extent inconsistent, the rights and obligations under the Agreement
          shall continue to apply with respect to any Reconstitution (as defined
          in the
          Agreement)  that is not covered by the definition of “Securitization
          Transfer” in this Reg AB Addendum; provided, however, that the requirement to
          provide an accountants’ report pursuant to Section 11.21 of the Agreement shall
          be deemed satisfied with respect to any Reconstitution that occurs prior
          to, on
          or following the date hereof by providing an accountants’ attestation that
          satisfies the requirements of Section 2.05(a)(ii) of this Reg AB
          Addendum.

         

        For
          purposes of this Reg AB Addendum, the term “Purchaser” shall refer to EMC
          Mortgage Corporation and its successors in interest and assigns.  In
          addition, any notice or request that must be “in writing”  or
“written” may be made by electronic mail.

         

        Section
          2.02.  Additional
          Representations and Warranties of the Company.

         

        (a)  The
          Company shall be deemed to represent to the Purchaser, to any Master Servicer
          and to any Depositor, as of the date on which information is first provided
          to
          the Purchaser, any Master Servicer or any Depositor under Section 2.03
          that,
          except as disclosed in writing to the Purchaser or such Depositor prior
          to such
          date: (i) 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; (ii)
          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; (iii) 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; (iv) no material changes to the Company’s policies
          or procedures with respect to the servicing function it will perform under
          this
          Agreement and any Reconstitution Agreement for mortgage loans of a type
          similar
          to the Mortgage Loans have occurred during the three-year period immediately
          preceding the related Securitization Transaction; (v) there are no aspects
          of
          the Company’s financial condition that are reasonably expected to have a
          material adverse effect on the performance by the Company of its servicing
          obligations under this Agreement or any Reconstitution Agreement; (vi)
          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 (vii) there are no affiliations, relationships or transactions
          relating to the Company, any Subservicer or any Third-Party Originator
          with
          respect to any Securitization Transaction and any party thereto identified
          in
          writing to the Company by the related Depositor of a type described in
          Item 1119
          of Regulation AB.

         

        (b)  If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor
          on
          any date following the date  on which information is first provided to
          the Purchaser, any Master Servicer or any Depositor under Section 2.03,
          the
          Company shall use its reasonable best efforts to within five (5) Business
          Days,
          but in no event later than seven (7) 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 request, provide reasonably adequate
          disclosure of the pertinent facts, in writing, to the requesting
          party.

         

        Section
          2.03.  Information
          to Be Provided by the Company.

         

        In
          connection with any Securitization Transaction, the Company shall (i) within
          five (5) Business Days (but in no event later than seven (7) Business Days)
          following written request by the Purchaser, any Master Servicer or any
          Depositor, provide to the Purchaser and such Depositor (or, as applicable,
          cause
          each Third-Party Originator and each Subservicer to provide), in writing
          and in
          form and substance reasonably satisfactory to the Purchaser, such Master
          Servicer and such Depositor, the information and materials specified in
          paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly
          as
          practicable following notice to or discovery by the Company, provide to
          the
          Purchaser, any Master Servicer and any Depositor (in writing and in form
          and
          substance reasonably satisfactory to the Purchaser, such Master Servicer
          and
          such Depositor) the information specified in paragraph (d) of this
          Section.

         

        (a)  If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor,
          the
          Company shall provide such information regarding (i) the Company, as originator
          of the Mortgage Loans (including as an acquirer of Mortgage Loans from
          a
          Qualified Correspondent), or (ii) each Third-Party Originator, and (iii)
          as
          applicable, each Subservicer, as is reasonably requested for the purpose
          of
          compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of Regulation
          AB.  Such information shall include, at a minimum (so long as required
          by Regulation AB):

         

        (A)  the
          originator’s form of organization;

         

        (B)  a
          description of the originator’s origination program and how long the originator
          has been engaged in originating residential mortgage loans, which description
          shall include a discussion of the originator’s experience in originating
          mortgage loans of a similar type as the Mortgage Loans; information regarding
          the size and composition of the originator’s origination portfolio; and
          information that may be material, in the good faith judgment of the Purchaser
          or
          any Depositor, to an analysis of the performance of the Mortgage Loans,
          including the originators’ credit-granting or underwriting criteria for mortgage
          loans of similar type(s) as the Mortgage Loans and such other information
          as the
          Purchaser, any Master Servicer or any Depositor may reasonably request
          for the
          purpose of compliance with Item 1110(b)(2) of Regulation AB;

         

        (C)  a
          description of any legal or governmental proceedings pending (or known
          to be
          contemplated) against the Company, each Third-Party Originator and each
          Subservicer that would be material to securityholders; and

         

        (D)  a
          description of any affiliation or relationship between the Company, each
          Third-Party Originator, each Subservicer and any of the following parties
          to a
          Securitization Transaction, as such parties are identified to the Company
          by the
          Purchaser or any Depositor in writing in advance of such Securitization
          Transaction:

         

        (1)  the
          sponsor;

        (2)  the
          depositor;

        (3)  the
          issuing entity;

        (4)  any
          servicer;

        (5)  any
          trustee;

        (6)  any
          originator;

        (7)  any
          significant obligor;

        (8)  any
          enhancement or support provider; and

        (9)  any
          other
          material transaction party.

         

        (b)  If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor,
          the
          Company shall provide (or, as applicable, cause each Third-Party Originator
          to
          provide) Static Pool Information solely with respect to mortgage loans
          (of a
          similar type as the Mortgage Loans, as reasonably identified by the Purchaser
          as
          provided below) (i) originated by the Company that were included in
          securitizations that closed during the five (5) years preceding the closing
          date
          of the related Securitization Transaction and for which Banc of America
          Mortgage
          Securities, Inc. was the depositor 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)(3) of Regulation
          AB.  To the extent that there is reasonably available to the Company
          (or Third-Party Originator) Static Pool Information with respect to more
          than
          one mortgage loan type, the Purchaser or any Depositor shall be entitled
          to
          specify whether some or all of such information shall be provided pursuant
          to
          this paragraph.  The content of such Static Pool Information may be in
          the form customarily provided by the Company, and need not be customized
          for the
          Purchaser or any Depositor.  Such Static Pool Information shall be
          presented in increments no less frequently than quarterly over the life
          of the
          related mortgage loans.  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.

         

        Promptly
          following notice or discovery of a material error in Static Pool Information
          provided pursuant to the immediately preceding paragraph (including an
          omission
          to include therein information required to be provided pursuant to such
          paragraph) during the applicable offering period for the securities, the
          Company
          shall provide corrected Static Pool Information to the Purchaser or any
          Depositor, as applicable, in the same format in which Static Pool Information
          was previously provided to such party by the Company.

         

        If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor,
          the
          Company shall provide (or, as applicable, cause each Third-Party Originator
          to
          provide), at the expense of the requesting party (to the extent of any
          additional incremental expense associated with delivery pursuant to this
          Reg AB
          Addendum), such statements and agreed-upon procedures letters of certified
          public accountants reasonably acceptable to the Purchaser, any Master Servicer
          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 a Third Party
          Originator’s originations or purchases, to calendar months commencing January 1,
          2006, as the Purchaser or such Depositor shall reasonably
          request.  Such statements and letters shall be addressed to and be for
          the benefit of such parties as the Purchaser, any Master Servicer or such
          Depositor shall designate, which may include, by way of example, any Sponsor,
          any Depositor and any broker dealer acting as underwriter, placement agent
          or
          initial purchaser with respect to a Securitization Transaction.  Any
          such statement or letter may take the form of a standard, generally applicable
          document accompanied by a reliance letter authorizing reliance by the addressees
          designated by the Purchaser or such Depositor.

         

        (c)  If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor
          with
          respect to any Securitization Transaction for which 20% or more of the
          pool
          assets (measured by cut-off date principal balance) are serviced by the
          Company
          and any Subservicer or as otherwise required by Item 1108 of Regulation
          AB, the
          Company shall provide such information regarding the Company, as servicer
          of the
          Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,
          for purposes of this paragraph, a “Servicer”), as is reasonably requested
          for the purpose of compliance with Item 1108 of Regulation AB.  Such
          information shall include, at a minimum (so long as required by Regulation
          AB):

         

        (A)  the
          Servicer’s form of organization;

         

        (B)  a
          description of how long the Servicer has been servicing residential mortgage
          loans; a general discussion of the Servicer’s experience in servicing assets of
          any type as well as a more detailed discussion of the Servicer’s experience in,
          and procedures for, the servicing function it will perform under the Agreement
          and any Reconstitution Agreements; information regarding the size, composition
          and growth of the Servicer’s portfolio of residential mortgage loans of a type
          similar to the Mortgage Loans and information on factors related to the
          Servicer
          that may be material, in the good faith judgment of the Purchaser, any
          Master
          Servicer or any Depositor, to any analysis of the servicing of the Mortgage
          Loans or the related asset-backed securities, as applicable, including,
          without
          limitation:

         

        (1)  whether
          the Servicer is aware of or has received notice that any prior securitizations
          of mortgage loans of a type similar to the Mortgage Loans involving the
          Servicer
          have defaulted or experienced an early amortization or other performance
          triggering event because of servicing by the Servicer during the three-year
          period immediately preceding the related Securitization
          Transaction;

         

        (2)  the
          extent of outsourcing the Servicer utilizes;

         

        (3)  whether
          there has been previous disclosure of material noncompliance with the applicable
          servicing criteria with respect to other securitizations of residential
          mortgage
          loans involving the Servicer as a servicer during the three-year period
          immediately preceding the related Securitization Transaction;

         

        (4)  whether
          the Servicer has been terminated as servicer in a residential mortgage
          loan
          securitization, either due to a servicing default or to application of
          a
          servicing performance test or trigger; and

         

        (5)  such
          other information as the Purchaser, any Master Servicer or any Depositor
          may
          reasonably request for the purpose of compliance with Item 1108(b)(2) of
          Regulation AB;

         

        (C)  a
          description of any material changes during the three-year period immediately
          preceding the related Securitization Transaction to the Servicer’s policies or
          procedures with respect to the servicing function it will perform under
          the
          Agreement and any Reconstitution Agreements for mortgage loans of a type
          similar
          to the Mortgage Loans;

         

        (D)  information
          regarding the Servicer’s financial condition, to the extent that there is a
          material risk that an adverse financial event or circumstance involving
          the
          Servicer could have a material adverse effect on the performance by the
          Company
          of its servicing obligations under the Agreement or any Reconstitution
          Agreement;

         

        (E)  information
          regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
          overall servicing portfolio of residential mortgage loans for the three-year
          period immediately preceding the related Securitization Transaction, which
          may
          be limited to a statement by an authorized officer of the Servicer to the
          effect
          that the Servicer has made all advances required to be made on residential
          mortgage loans serviced by it during such period, or, if such statement
          would
          not be accurate, information regarding the percentage and type of advances
          not
          made as required, and the reasons for such failure to advance;

         

        (F)  a
          description of the Servicer’s processes and procedures designed to address any
          special or unique factors involved in servicing loans of a similar type
          as the
          Mortgage Loans;

         

        (G)  a
          description of the Servicer’s processes for handling delinquencies, losses,
          bankruptcies and recoveries, such as through liquidation of mortgaged
          properties, sale of defaulted mortgage loans or workouts; and

         

        (H)  information
          as to how the Servicer defines or determines delinquencies and charge-offs,
          including the effect of any grace period, re-aging, restructuring, partial
          payments considered current or other practices with respect to delinquency
          and
          loss experience.

         

        (d)  If
          so
          requested in writing by the Purchaser, any Master Servicer or any Depositor
          for
          the purpose of satisfying its reporting obligation under the Exchange Act
          with
          respect to any class of asset-backed securities, the Company shall (or
          shall
          cause each Subservicer and Third-Party Originator to) (i) notify the Purchaser,
          any Master Servicer and any Depositor in writing of (A) any litigation
          or
          governmental proceedings pending against the Company, any Subservicer or
          any
          Third-Party Originator that would be material to securityholders, (B) any
          affiliations or relationships of a type that are described under Item 119
          of
          Regulation AB and are material to securityholders 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, but only to the extent that such affiliations or relationships
          do
          not include the Purchaser, Depositor or any of their respective affiliates
          as a
          party (to the extent the Purchaser has been notified by the Company of
          the name
          of any applicable Subservicer or Third-Party Originator), (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, and (ii) provide to the Purchaser and any Depositor a description
          of such proceedings, affiliations or relationships.

         

        All
          notification pursuant to this Section 2.03(d), other than those pursuant
          to
          Section 2.03(d)(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 2.03(d)(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

         

        (e)  As
          a
          condition to the succession to the Company or any Subservicer as servicer
          or
          subservicer under the 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 in writing
          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.

         

        (f)  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):

         

        (i)  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);

         

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

         

        (iii)  information
          regarding new asset-backed securities issuances backed by the same pool
          assets,
          any material 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).

         

        (g)  Upon
          request, 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.

         

        Section
          2.04.  Servicer
          Compliance Statement.

         

        The
          Company shall use its reasonable best efforts to deliver to the Purchaser,
          any
          Master Servicer and any Depositor, on or before March 1 (but in any event
          no
          later than March 15) of each calendar year, commencing in 2007, a statement
          of
          compliance addressed to the Purchaser and such Depositor and signed by
          an
          authorized officer of the Company, to the effect that (i) a review of the
          Company’s activities during the immediately preceding calendar year (or
          applicable portion thereof) and of its performance under the Agreement
          and any
          applicable Reconstitution Agreement during such period has been made under
          such
          officer’s supervision, and (ii) to the best of such officers’ knowledge, based
          on such review, the Company has fulfilled all of its obligations under
          the
          Agreement and any applicable Reconstitution Agreement in all material respects
          throughout such calendar year (or applicable portion thereof) or, if there
          has
          been a failure to fulfill any such obligation in any material respect,
          specifically identifying each such failure known to such officer and the
          nature
          and the status thereof.

         

        Section
          2.05.  Report
          on Assessment of Compliance and Attestation.

         

        (a)  The
          Company shall use its reasonable best efforts, on or before March 1 of
          each
          calendar year, commencing in 2007 (but in any event no later than March
          15),
          to:

         

        (i)  deliver
          to the Purchaser, any Master Servicer and any Depositor a report regarding
          the
          Company’s assessment of compliance with the Servicing Criteria during the
          immediately preceding calendar year, as required under Rules 13a-18 and
          15d-18
          of the Exchange Act and Item 1122 of Regulation AB.  Such report shall
          be addressed to the Purchaser and such Depositor and signed by an authorized
          officer of the Company, and shall address each of the Servicing Criteria
          specified on a certification substantially in the form of Exhibit B hereto
          delivered to the Purchaser concurrently with the execution of this Reg
          AB
          Addendum;

         

        (ii)  deliver
          to the Purchaser, any Master Servicer and any Depositor a report of a registered
          public accounting firm that attests to, and reports on, the assessment
          of
          compliance made by the Company and delivered pursuant to the preceding
          paragraph.  Such attestation shall be in accordance with Rules
          1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
          Exchange Act;

         

        (iii)  cause
          each Subservicer, and each Subcontractor determined by the Company pursuant
          to
          Section 2.06(b) to be “participating in the servicing function” within the
          meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and
          any
          Depositor an assessment of compliance and accountants’ attestation as and when
          provided in paragraphs (a) and (b) of this Section; and

         

        (iv)  deliver
          to the Purchaser, any Depositor, any Master Servicer and any other Person
          that
          will be responsible for signing the certification (a “Sarbanes
          Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
          Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf
          of an
          asset-backed issuer with respect to a Securitization Transaction a certification
          in the form attached hereto as Exhibit A.

         

        The
          Company acknowledges that the parties identified in clause (a)(iv) above
          may
          rely on the certification provided by the Company pursuant to such clause
          in
          signing a Sarbanes Certification and filing such with the
          Commission.

         

        (b)  Each
          assessment of compliance provided by a Subservicer pursuant to Section
          2.05(a)(iii) shall address each of the Servicing Criteria specified on
          a
          certification substantially in the form of Exhibit B hereto delivered to
          the
          Purchaser concurrently with the execution of this Reg AB Addendum or, in
          the
          case of a Subservicer subsequently appointed as such, on or prior to the
          date of
          such appointment.  An assessment of compliance provided by a
          Subcontractor pursuant to Section 2.05(a)(iii) need not address any elements
          of
          the Servicing Criteria other than those specified by the Company pursuant
          to
          Section 2.06.

         

        Section
          2.06.  Use
          of
          Subservicers and Subcontractors.

         

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

         

        (a)  It
          shall
          not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subservicer.  The Company shall cause any Subservicer used by the
          Company (or by any Subservicer) for the benefit of the Purchaser and any
          Depositor to comply with the provisions of this Section and with Sections
          2.02,
          2.03(c) and (e), 2.04, 2.05 and 2.07 of this Reg AB Addendum to the same
          extent
          as if such Subservicer were the Company, and to provide the information
          required
          with respect to such Subservicer under Section 2.03( d) of this Reg AB
          Addendum.  The Company shall be responsible for obtaining from each
          Subservicer and delivering to the Purchaser, any Master Servicer and any
          Depositor any servicer compliance statement required to be delivered by
          such
          Subservicer under Section 2.04, any assessment of compliance and attestation
          required to be delivered by such Subservicer under Section 2.05 and any
          certification required to be delivered to the Person that will be responsible
          for signing the Sarbanes Certification under Section 2.05 as and when required
          to be delivered.

         

        (b)  It
          shall
          not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subcontractor.  The Company shall promptly upon written request
          provide to the Purchaser, any Master Servicer and any Depositor (or any
          designee
          of the Depositor, such as a master servicer or administrator) a written
          description (in form and substance reasonably 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 that is “participating in the servicing
          function” within the meaning of Item 1122 of Regulation AB as determined by the
          Company and (ii) which elements of the Servicing Criteria will be addressed
          in
          assessments of compliance provided by each Subcontractor identified pursuant
          to
          clause (i) of this paragraph.

         

        As
          a
          condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB, the Company shall cause any such Subcontractor used by the
          Company (or by any Subservicer) for the benefit of the Purchaser, any Master
          Servicer and any Depositor to comply with the provisions of Sections 2.05
          and
          2.07 of this Reg AB Addendum 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, any Master Servicer and
          any
          Depositor any assessment of compliance and attestation required to be delivered
          by such Subcontractor under Section 2.05, in each case as and when required
          to
          be delivered.

         

        Section
          2.07.  Indemnification;
          Remedies.

         

        (a)  The
          Company shall indemnify the Purchaser, each affiliate of the Purchaser,
          and each
          of the following parties participating in a Securitization Transaction:
          each
          Sponsor; each Person (including, but not limited to, any Master Servicer,
          if
          applicable) responsible for the preparation, execution or filing of any
          report
          required to be filed with the Commission with respect to such Securitization
          Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
          or
          Rule 15d-14(d) under the Exchange Act with respect to such Securitization
          Transaction; each broker dealer acting as underwriter, placement agent
          or
          initial purchaser, each Person who controls any of such parties or the
          Depositor
          (within the meaning of Section 15 of the Securities Act and Section 20
          of the
          Exchange Act); and the respective present and former directors, officers,
          employees, agents and affiliates of each of the foregoing and of the Depositor
          (each, an “Indemnified Party”), and shall hold each of them harmless from
          and against any claims, losses, damages, penalties, fines, forfeitures,
          legal
          fees and expenses and related costs, judgments, and any other costs, fees
          and
          expenses that any of them may sustain arising out of or based upon:

         

        (i)  (A)
          any
          untrue statement of a material fact contained or alleged to be contained
          in any
          information, report, certification, data, accountants’ letter or other material
          in written or electronic form provided under this Article II by or on behalf
          of
          the Company, or provided under this Article II 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 2.07, 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 Article
          II, including any failure by the Company to identify pursuant to Section
          2.06(b)
          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
          2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made
          as of a
          date prior to the closing date of the related Securitization Transaction,
          to the
          extent that such breach is not cured by such closing date, or any breach
          by the
          Company of a representation or warranty in a writing furnished pursuant
          to
          Section 2.02(b) 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 2.07.

         

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

         

        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.

         

        In
          the
          case of any failure of performance described in clause (a)(ii) of this
          Section,
          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.

         

        (b)  (i)           Any
          failure by the Company, any Subservicer, any Subcontractor or any Third-Party
          Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Article II, or
          any
          breach by the Company of a representation or warranty set forth in Section
          2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made
          as of a
          date prior to the closing date of the related Securitization Transaction,
          to the
          extent that such breach is not cured by such closing date, or any breach
          by the
          Company of a representation or warranty in a writing furnished pursuant
          to
          Section 2.02(b) to the extent made as of a date subsequent to such closing
          date,
          shall, except as provided in clause (ii) of this paragraph, immediately
          and
          automatically, without notice or grace period, constitute an Event of Default
          with respect to the Company under the Agreement and any applicable
          Reconstitution Agreement, and shall entitle the Purchaser or Depositor,
          as
          applicable, in its sole discretion to terminate the rights and obligations
          of
          the Company as servicer under the Agreement and/or any applicable Reconstitution
          Agreement without payment (notwithstanding anything in this Agreement or
          any
          applicable Reconstitution Agreement to the contrary) of any compensation
          to the
          Company; provided that to the extent that any provision of the
          Agreement and/or any applicable Reconstitution Agreement expressly provides
          for
          the survival of certain rights or obligations following termination of
          the
          Company as servicer, such provision shall be given effect.

         

        (ii)  Any
          failure by the Company, any Subservicer or any Subcontractor to deliver
          any
          information, report, certification or accountants’ letter when and as required
          under Section 2.04 or 2.05, including any failure by the Company to identify
          pursuant to Section 2.06(b) any Subcontractor “participating in the servicing
          function” within the meaning of Item 1122 of Regulation AB, which continues
          unremedied for ten calendar days after the date on which such information,
          report, certification or accountants’ letter was required to be delivered shall
          constitute an Event of Default with respect to the Company under the Agreement
          and any applicable Reconstitution Agreement, and shall entitle the Purchaser
          or
          Depositor, as applicable, in its sole discretion to terminate the rights
          and
          obligations of the Company as servicer under the Agreement and/or any applicable
          Reconstitution Agreement without payment (notwithstanding anything in this
          Agreement to the contrary) of any compensation to the Company; provided
that to the extent that any provision of the Agreement and/or
          any
          applicable Reconstitution Agreement expressly provides for the survival
          of
          certain rights or obligations following termination of the Company as servicer,
          such provision shall be given effect.

         

        (iii)  The
          Company shall promptly reimburse the Purchaser (or any designee of the
          Purchaser, such as a master servicer) and any Depositor, as applicable,
          for all
          reasonable expenses incurred by the Purchaser (or such designee) or such
          Depositor, as such are incurred, in connection with the termination of
          the
          Company as servicer and the transfer of servicing of the Mortgage Loans
          to a
          successor servicer.  The provisions of this paragraph shall not limit
          whatever rights the Purchaser or any Depositor may have under other provisions
          of the 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.

         

        


        [signatures
          follow]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Purchaser and the Company 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:

                   

                	 
	 
	 
	 
	
                  BANK
                    OF AMERICA, NATIONAL ASSOCIATION,

                
	
                  as
                    Company

                   

                
	
                  By:

                   

                	 
	
                  Name:

                   

                	 
	
                  Title:

                   

                	 


        

        


        


        


        


        


        


        
          [REGULATION
            AB COMPLIANCE ADDENDUM]



        


        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        EXHIBIT
          A

         

        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.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        EXHIBIT
          B

         

        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.

                	 
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	 	
                  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.

                	
                  P

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded
                    so as to prevent unauthorized access.

                	
                  P

                
	
                  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.

                	
                  P

                
	 	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	 	
                  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.

                	
                  P

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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).

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  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.

                	
                  P

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  P

                
	
                  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
        Q-2

       

      GREENPOINT
        SERVICING AGREEMENT

       

      
        EXHIBIT
          Q2

        


        


        
 

         

        EMC
          MORTGAGE CORPORATION

        Purchaser,

        


        GREENPOINT
          MORTGAGE FUNDING, INC.

        Company,

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        Dated
          as
          of September 1, 2003

        


        


        


        


        


        (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     Near-term Principal Prepayments; Near
                      Term Payment Defaults

                  
	
                    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 Charges; Maintenance of Primary Mortgage Insurance
                      Policies;
                      Collections Thereunder

                  
	
                    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

                  
	
                    Section
                      10.02     Termination without
                      cause

                  
	 
	
                    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 Guidelines

                  
	
                    I

                  	
                    Form
                      of Term Sheet

                  


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        This
          is a
          Purchase, Warranties and Servicing Agreement, dated as of September 1,
          2003 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 GREENPOINT MORTGAGE FUNDING, INC., with offices
          located
          at 100 Wood Hollow Drive, Novato, California 94945 (the "Company").

        


        WITNESSETH
          :

        


        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 (iii) a day on which banks in
          the
          State of New York 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:
          GreenPoint Mortgage
          Funding, Inc., 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 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 "GreenPoint
          Mortgage
          Funding, Inc., 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: GreenPoint Mortgage Funding, Inc., 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 "GreenPoint
          Mortgage
          Funding, Inc., 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.

        


        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, 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: 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.

        


        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
          Program Code:  With respect to each Mortgage Loan, a code
          designating the loan program pursuant to which a Mortgage Loan was underwritten
          in accordance with the Company’s underwriting guidelines.

        


        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 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:  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.

        


        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;

        


        (27)   
            the
          Loan
          Program Code; and

        


        (28)          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.

        


        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.

        


        OCC:  Office
          of the
          Comptroller of the Currency, or any successor thereto.

        


        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.

        


        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 institu­tion 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 in­vestment 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 secur­ities issued by such corporation
                    and held as Permitted Investments to exceed 10% of the aggregate
                    outstand­ing principal balances of all of the Mortgage Loans and
                    Permitted Investments;

                


        

        


        
          	
                   

                	
                  (v)  commercial
                    paper (including both non-interest-bearing discount obligations
                    and
                    interest-bearing obliga­tions payable on demand or on a specified date
                    not more than one year after the date of issuance there­of) 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
                    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 (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 ob­li­ga­tions underlying such
          instrument or if such security provides for payment of both principal and
          interest with a yield to matur­ity 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 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 related Mortgaged Property is 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.

        


        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 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.

        


        


        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, 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.  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 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 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 cost 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.

        


        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 120 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 120 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 270th 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.

        


        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                               
Near-term Principal Prepayments; Near Term Payment Defaults

        


                   In
          the event any Principal Prepayment is made by a Mortgagor on or prior to
          three
          months after the related Closing Date], the Company shall 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.  Such
          remittance shall be made by the Company to Purchaser no later than the
          third
          Business Day following receipt of such Principal Prepayment by the
          Company.

        


                   In
          the event either of the first three (3) scheduled Monthly Payments 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 five
          (5)
          Business Days after notice to the Company by Purchaser (and at Purchaser’s sole
          option), the Company, shall repurchase such Mortgage Loan from the Purchaser
          pursuant to the repurchase provisions contained in this Subsection
          3.03.

        


        


        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 New York 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  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  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 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 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 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 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 (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) classified and/or defined as a “high cost”, "covered", or
“predatory” loan under any other state, federal or local law or regulation or
          ordinance, including, but not limited to, the States of Georgia and North
          Carolina and the City of New York.  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 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 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 Mort­gage Note requires a monthly payment which is
          suffi­cient (a) during the period prior to the first adjust­ment 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 Adjust­ment 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
          provi­sions 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.  None of the Mortgage Loans are subject to “lender-paid”
mortgage insurance;

        


        (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 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.  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.

        


        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 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, 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,
          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, 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 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
          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 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
          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 shall be deposited in the Custodial Account within 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 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 OtherCharges; Maintenance of Primary
          MortgageInsurance 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 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 in effect on the Closing Date that is required
          to be
          kept in force under this Agreement unless a replacement 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 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, 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.  If such 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 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 and, in this regard, to
          take
          such action as shall be necessary to permit recovery under any 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 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 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 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
          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 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 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 Company and Purchaser.  The Company shall
          also provide reports on the status of REO Property containing such information
          as Purchaser may reasonably require.

        


        Section
          5.05                                Prepayment
          Interest Shortfalls.

        


        Not
          later
          than the close of business on the Business Day preceding each Remittance
          Date in
          the month following the related Prepayment Period, the Company shall deposit
          in
          the Custodial Account an amount equal to any Prepayment Interest Shortfalls
          with
          respect to such Prepayment Period, which in the aggregate shall not exceed
          the
          Company’s aggregate Servicing Fee received with respect to the related Due
          Period.

        


        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, 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, 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 2004, 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 2004,
          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
          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.

        


        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 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 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
          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, 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; 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.

        


        Section
          10.02                                Termination
          Without Cause.

        


        The
          Purchaser may, at its sole option, terminate any rights the Company may
          have
          hereunder, without cause, upon no less than 90 days written
          notice.  Any such notice of termination shall be in writing and
          delivered to the Company as provided in Section 11.05 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:

        


        GreenPoint
          Mortgage Funding, Inc.

        100
          Wood
          Hollow Drive

        Novato,
          California 94945

        Attention:
          [______]

        Telecopier
          No: [________]

        


        (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:  Mary
          Haggerty

        


        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.

        


        Notwithstanding
          other provisions of this Section 16.14 or any other express or implied
          agreement, arrangement, or understanding to the contrary, the Company and
          Purchaser (the “Parties”) agree that the Parties (and their employees,
          representatives and other agents) may disclose to any and all persons,
          without
          limitation of any kind from the commencement of discussions, the purported
          or
          claimed U.S. federal income tax treatment of the purchase of the Mortgage
          Loans
          and related transactions covered by this letter agreement (“tax treatment”) and
          any fact that may be relevant to understanding the tax treatment (“tax
          structure”) and all materials of any kind (including opinions or other tax
          analyses) that are provided to the Parties relating to such tax treatment
          and
          tax structure, except where confidentiality is reasonably necessary to
          comply
          with securities laws.

        


        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.

        


        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.

        


        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") 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"); and
          (4) to
          provide customary indemnification to the Purchaser and/or its affiliates
          for any
          losses, claims, damages, and liabilities arising out of or based upon
          information the Company provided or caused to be provided in connection
          with a
          Pass-Through Transfer.  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.  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.

        


        Section
          11.19.                                Reporting
          with Respect to a Reconstitution.

        


        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 J attached hereto for
          each
          Reconstituted Mortgage Loan in such electronic format as may be mutually
          agreed
          upon by both Purchaser and Company.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
 

        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:	 	 
	 	 	 	 


        

         

        
          	 	
                  GREENPOINT
                    MORTGAGE FUNDING, INC.

                	 
	 	
                    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.

        


        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

        


        ______________,
          2003

        


        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 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

        _____________,
          2003

        


        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 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 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
          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 Sections 3.01 and 3.02 of the Purchase Agreement to be untrue
          in any
          material respect.

        


        (f) 
                 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.

        


        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:  Raylene
          Ruyle

        Telecopier
          No.:  (972) 444-2810

        


        with
          a
          copy  to:

        


        ___________________

        383
          Madison Avenue

        New
          York,
          New York 10179

        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”]

        


        (e)            Section
          ____ Annual Statement as to Compliance.

        


        The
          Company will deliver to the Master Servicer on or before March 15 of each
          year,
          beginning with March 15, 200__, an Officers' Certificate stating 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, (ii) the Company has fully complied with the provisions of
          this
          Agreement and (iii) 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 officer and
          the
          nature and status thereof.

        


        (f)           Section
          ____ Annual Certification.

        


        (a)
          The
          Company will deliver to the Master Servicer, on or before March 15 of each
          year
          beginning March 15, 200__ a certification in the form attached hereto as
          Exhibit
          __ with respect to the servicing reports delivered by the Company pursuant
          to
          this Agreement, the Company’s compliance with the servicing obligations set
          forth in this Agreement and any other information within the control of
          the
          Company. Such certification shall be signed by the senior officer in charge
          of
          servicing of the Company. In addition, the Company shall provide such other
          information with respect to the Mortgage Loans and the servicing and
          administration thereof within the control of the Company which shall be
          required
          to enable the Master Servicer, Trustee or Depositor, as applicable, to
          comply
          with the reporting requirements of the Securities and Exchange Act of 1934,
          as
          amended.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        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:
	 	 
	 	 	 	 


          

          
            	
                     

                  	
                     

                  


          

           

        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT  ___

        


        FORM
          OF COMPANY
          CERTIFICATION

        


        I,
          [identify certifying individual],
          certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage
          Loan
          Seller] [Purchaser] and [Master Servicer] that:

        


        1.           I
          have reviewed the servicing reports
          prepared by [COMPANY] (the “Company”) pursuant to the [Servicing Agreement] (the
“Servicing Agreement”), dated as of __________ between __________ and the
          Company (as modified by the AAR Agreement (as defined below) and delivered
          to
          [MASTER SERVICER] (the “Master Servicer”) pursuant to the Assignment, Assumption
          and Recognition Agreement (the “AAR Agreement”), dated as of __________ among
          [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.

        


        2.           Based
          on my knowledge, the information
          in these reports, taken as a whole, does not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading as of the last day of the period covered by such servicing
          reports.

        


        3.           Based
          on my knowledge, the servicing
          information required to be provided to the Master Servicer under the Servicing
          Agreement and the AAR Agreement is included in these
          reports.

        


        4.           I
          am responsible for reviewing the
          activities performed the Company under the Servicing Agreement and the
          AAR
          Agreement and based upon the review required under the Servicing Agreement
          and
          the AAR Agreement, and except as disclosed in the Annual Statement of
          Compliance, the Company has fulfilled its obligations under the Servicing
          Agreement and the AAR Agreement.

        


        5.           I
          have disclosed to the Master
          Servicer's certified public accountants all significant deficiencies relating
          to
          the Company's compliance with the minimum servicing standards in accordance
          with
          a review conduced in compliance with the Uniform Single Attestation Program
          for
          Mortgage Bankers or similar standard as set forth in the Servicing Agreement
          and
          the AAR Agreement.

        


        Capitalized
          terms used but not defined
          herein have the meanings ascribed to them in the AAR
          Agreement.

        


        Date:______________

        


        _____________________

        [Signature]

        [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 GUIDELINES

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        EXHIBIT
          I

        


        


        TERM
          SHEET

        


        This
          TERM
          SHEET (the "Term Sheet") dated [______], between Greenpoint Mortgage Funding,
          Inc., a New York corporation, located at 100 Wood Hollow Drive, Novato,
          California 94945 (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, 2003, 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.

         

        
          	 	GREENPOINT
                  MORTGAGE FUNDING,
                  INC.	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 


        

         

        
           

          
            	 	
                    EMC
                      MORTGAGE CORPORATION

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 


          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

        

        


        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          J

        


        RECONSTITUTED
          MORTGAGE LOAN REPORTING

        


        


        (a)               Servicer
          Mortgage Loan Number

        (b)               FNMA
          Mortgage Loan Number (if applicable)

        (c)               Lender/Seller
          Mortgage Loan Number (if available)

        (d)               Scheduled
          Balance (scheduled end of month balance reporting to Master
          Servicer/Trustee)

        (e)               Actual
          Balance (actual end of month balance received from Mortgagor)

        (f)               
          Gross Rate (current gross rate)

        (g)               Net
          Rate (current passthrough)

        (h)               Last
          Payment Date (LPI_DATE in Fannie's Laser Reporting)

        (i)               
          Delinquency Month (if available)

        (j)               
          Default Flag, i.e. FC, REO, etc. (if available)

        (k)               Pay-In-Full
          Date (Mortgage Loan paid off by Mortgagor)

        (l)               
          Foreclosure start date

        (m)              Foreclosure
          end date

        (n)               REO
          Property date

        (o)               With
          respect to Liquidated Mortgage Loans:

        (i)   
          amount of loss or gain (as applicable)

        (ii)  
          the date of the loss or gain.

        (iii)  the
          liquidation reason (paid in full or repurchased out of deal)

        (p)               Fannie's
          Laser Reporting

        (i)   
          Action Code (for default or paid off Mortgage Loans; i.e.
          60, 65,
          etc.)

        (ii)  
          Action Date

        (iii)  Remit
          Prin (submitted principal amount)

        (iv)  Remit
          Int (submitted interest amount)

        (v) 
           Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual
          pool)

        


        


        


        


        


        


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        AMENDMENT
          NUMBER ONE

        to
          the

        


        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        


        Dated
          as
          of January 1, 2006

        


        between

        


        EMC
          MORTGAGE CORPORATION,

        as
          Purchaser

        


        and

        


        GREENPOINT
          MORTGAGE FUNDING, INC.,

        as
          Company

        


        This
          AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this 1st day
          of January,
          2006, by and between EMC Mortgage Corporation, a Delaware corporation,
          as
          purchaser (the “Purchaser”) and GreenPoint Mortgage Funding, Inc., as company
          (the “Company”) in connection with the Purchase, Warranties and Servicing
          Agreement, dated as of September 1, 2003, 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.

        


        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 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
          Sarbanes Certification with respect to a Securitization Transaction 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 applicable Reconstitution Agreement that are identified in Item
          1122(d)
          of Regulation AB.

        


        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)
          the
          Company is not aware and has not received notice that 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; (2) no material noncompliance
          with
          applicable servicing criteria as to any other securitization has 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
          litigation or governmental proceedings pending against the Company, any
          Subservicer or any Third-Party Originator that could be material to investors
          in
          the securities issued in a Pass-Through Transfer, (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 applicable Reconstitution Agreement
          related thereto, (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.

        


        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 applicable Reconstitution Agreement
          related thereto 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
          this paragraph 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 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 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 (or applicable portion thereof) 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 applicable portion thereof),
          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 officer’s certificate (an “Annual Certification”)
          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 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 or
          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 or 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 O hereto delivered to
          the
          Purchaser 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 11.20 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 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) 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 pursuant to this Section and the resulting 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 related thereto 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 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 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
          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) to the extent
          reasonably available to the Company 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) serviced by or for the Company
          or
          any Third-Party Originator and 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 for the period of time such
          Mortgage Loans were serviced by or for the Company (or Third-Party Originator).
          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) provide
          prompt
          notice to the Purchaser, any Master Servicer and any Depositor in writing
          of (A)
          any litigation or governmental proceedings involving the Company, any
          Subservicer or any Third-Party Originator that could be material to investors
          in
          the securities issued in a Pass-Through Transfer, (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 applicable Reconstitution Agreement related
          thereto, (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 applicable Reconstitution Agreement
          related thereto 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 applicable Reconstitution Agreement
          related thereto 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 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.

        


        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 written information, written 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 11.20:

        


        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 applicable Reconstitution Agreement related thereto 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 applicable Reconstitution Agreement related
          thereto
          unless the Company complies with the provisions of paragraph (d) of this
          Section.

        


        (b)           It
          shall not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subservicer.  The Company shall cause any Subservicer used by the
          Company (or by any Subservicer) for the benefit of the Purchaser and any
          Depositor to comply with the provisions of this Section 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)           It
          shall not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subcontractor.  The Company shall promptly upon request provide to the
          Purchaser, any Master Servicer and any Depositor (or any designee of the
          Depositor, such as an administrator) a written description (in form and
          substance satisfactory to the Purchaser, 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 11.21:

        


        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.

        


        24.           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

                


        

        


        25.           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

                


        

         

        26.           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; (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 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 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.

        


        28.           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.

        


        29.           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.

         

        30.           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:

                


        

         

        31.           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

                	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                  ________________

                	
                  (18b)

                
	
                  HUD
                    Part B

                	 	 	 
	
                  (19)

                	
                  Pool
                    Insurance Proceeds

                	
                  ________________

                	
                  (19)

                
	
                  (20)

                	
                  Proceeds
                    from Sale of Acquired Property

                	
                  ________________

                	
                  (20)

                
	
                  (21)

                	
                  Other
                    (itemize)

                	
                  ________________

                	
                  (21)

                
	 	
                  _________________________________________

                	
                  ________________

                	
                  (21)

                
	 	 	 	 
	 	
                  Total
                    Credits

                	
                  $________________

                	
                  (22)

                
	
                  Total
                    Realized Loss (or Amount of Gain)

                	
                  $______________

                	
                  (23)

                
	 	 	 	 


        

        


        
          	
                   

                	
                  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:

                   

                
	 	
                  GREENPOINT
                    MORTGAGE FUNDING, INC.,as Company

                   

                
	 	
                  By_____________________________

                  Name:

                  Title:                                                                

                   

                


        

        


        


         

        


         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        Q-3

      


      MID
        AMERICA SERVICING AGREEMENT

       

      
        EXHIBIT
          Q3

        


        


        


         

         

         

         

        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 Individual Mortgage Loans

                  
	
                    Section
                      3.02     Representations and Warranties as
                      to

                  
	
                    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     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     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.

        


        


        WITNESSETH
          :

        
 

        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 institu­tion 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 in­vestment 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 secur­ities issued by such corporation
                    and held as Permitted Investments to exceed 10% of the aggregate
                    outstand­ing principal balances of all of the Mortgage Loans and
                    Permitted Investments;

                


        

        


        
          	
                   

                	
                  (v)  commercial
                    paper (including both non-interest-bearing discount obligations
                    and
                    interest-bearing obliga­tions payable on demand or on a specified date
                    not more than one year after the date of issuance there­of) 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
                    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 (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 ob­li­ga­tions underlying such
          instrument or if such security provides for payment of both principal and
          interest with a yield to matur­ity 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 Mort­gage Note requires
          a monthly payment which is suffi­cient (a) during the period prior to the
          first adjust­ment 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
          Adjust­ment 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 provi­sions 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)
          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
        Q-4

      


      NATIONAL
        CITY SERVICING AGREEMENT

       

      
        
 

        


        


        EMC
          MORTGAGE CORPORATION

        Purchaser,

         

        
 

        NATIONAL
          CITY MORTGAGE COMPANY

                              Company,

         

        
 

        PURCHASE,
          WARRANTIES AND SERVICING AGREEMENT

        Dated
          as
          of October 1, 2001

        


        


        


        


        


        (Fixed
          and Adjustable Rate Mortgage Loans)

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF CONTENTS

         

        

          
            
              	
                      ARTICLE
                        I

                      DEFINITIONS

                    
	
                      Section
                        1.01                                Defined
                        Terms

                    


            

            


            
              	
                      ARTICLE
                        II

                      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

                    
	
                      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                                Near-term
                        Principal Prepayments; Near Term Payment
                        Defaults

                    


            

            


            
              	
                      ARTICLE
                        III

                      REPRESENTATIONS
                        AND WARRANTIES OF

                      THE
                        COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

                    
	
                      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

                      ADMINISTRATION
                        AND SERVICING OF MORTGAGE LOANS

                    
	
                      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

                      PAYMENTS
                        TO THE PURCHASER

                    
	
                      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

                      GENERAL
                        SERVICING PROCEDURES

                    
	
                      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

                      REPORTS
                        TO BE PREPARED BY SERVICER

                    
	
                      Section
                        7.01                                
                        Company Shall Provide Information as Reasonably
                        Required

                    


            

            


            
              	
                      ARTICLE
                        VIII

                      THE
                        SERVICER

                    
	
                      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

                      DEFAULT

                    
	
                      Section
                        9.01                                Events
                        of Default

                    
	
                      Section
                        9.02                                Waiver
                        of Defaults

                    


            

            


            
              	
                      ARTICLE
                        X

                      TERMINATION

                    
	
                      Section
                        10.01                                Termination

                    


            

            


            
              	
                      ARTICLE
                        XI

                      MISCELLANEOUS
                        PROVISIONS

                    
	
                      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 Guidelines

                
	
                  I           Form
                    of Term Sheet

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        This
          is a Purchase, Warranties and
          Servicing Agreement, dated as of October 1, 2001 and is executed between
          EMC
          MORTGAGE CORPORATION, as Purchaser (the "Purchaser"), and NATIONAL CITY
          MORTGAGE
          COMPANY (the "Company").

        


        WITNESSETH
          :

        


        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, pursuant to the terms of this Agreement and the related
          Term
          Sheet.

        


        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 Ohio, or (iii) a day on which banks in the State of New York
          or 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,
          which
          are expected to be the dates set forth in the related Confirmation.

        


        Code:   The
          Internal Revenue Code of 1986, or any successor statute thereto.

        


        Company:  National
          City 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 "National City
          Mortgage Company, 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: 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 Moody’s and “A” or higher by either Standard &
Poor’s or 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: National
          City Bank Ohio, 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 " National City Mortgage Company, in trust
          for the
          [Purchaser], Owner of 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
          Primary Mortgage Insurance
          Policy:  Any Primary Mortgage Insurance Policy for which premiums
          are paid by the Company.

        


        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.

        


        Lifetime
          Rate Cap:  As
          to each 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, if any.

        


        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 the subject
                    of a
                    Lender Primary Mortgage Insurance Policy and the name of the
                    related
                    insurance carrier;

                


        

        


        
          	
                  (22)         
                    

                	
                  a
                    code indicating whether or not the Mortgage Loan is currently
                    convertible
                    and the conversion spread;

                


        

        


        
          	
                  (23)         
                    

                	
                  the
                    last Due Date on which a Monthly Payment was actually applied
                    to the
                    unpaid principal balance of the Mortgage
                    Loan.

                


        

        


        
          	
                  (24)         
                    

                	
                  product
                    type (i.e. fixed, 3/1, 5/1, etc.);

                


        

        


        
          	
                  (25)         
                    

                	
                  credit
                    score and/or mortgage score, if
                    applicable;

                


        

        


        
          	
                  (26)         
                    

                	
                  the
                    Lender Paid Mortgage Insurance
                    Rate;

                


        

        


        
          	
                  (27)         
                    

                	
                  a
                    code indicating whether or not the Mortgage Loan has a prepayment
                    penalty
                    and if so, the amount and term thereof;
                    and

                


        

        


        (28)           
          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.

        


        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 institu­tion 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 in­vestment 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 secur­ities issued by such corporation
                    and held as Permitted Investments to exceed 10% of the aggregate
                    outstand­ing principal balances of all of the Mortgage Loans and
                    Permitted Investments;

                


        

        


        
          	
                   

                	
                  (v)  commercial
                    paper (including both non-interest-bearing discount obligations
                    and
                    interest-bearing obliga­tions payable on demand or on a specified date
                    not more than one year after the date of issuance there­of) 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
                    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 (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 ob­li­ga­tions underlying such
          instrument or if such security provides for payment of both principal and
          interest with a yield to matur­ity 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: Moody’s Investors
          Service, 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.

        


        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 related 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.

        


        


        ARTICLE
          II

        


        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 MortgageFiles; 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 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.

        


        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 120 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 120 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 270th
          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.

        


        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  Near-term Principal Prepayments; Near Term Payment
                    Defaults

                


        

        


                   In
          the event any Principal Prepayment is made by a Mortgagor on or prior to
          sixty
          (60) days after the related Closing Date, the Company shall 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.  Such remittance shall be made by the Company to Purchaser
          no later than the third Business Day following receipt of such Principal
          Prepayment by the Company.

        


                   In
          the event any of the first two (2) scheduled Monthly Payments 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 five
          (5)
          Business Days after notice to the Company by Purchaser (and at Purchaser’s sole
          option), the Company, shall repurchase such Mortgage Loan from the Purchaser
          pursuant to the repurchase provisions contained in this Subsection
          3.03.

        


        


        


        


        


        


        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  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; 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 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 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 the respect to each adjustable rate Mortgage Loan, each
          Mort­gage Note requires a monthly payment which is suffi­cient (a)
          during the period prior to the first adjust­ment 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 Adjust­ment 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 the 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
          provi­sions 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)           Unless
          set forth in the related Term Sheet, in the event the Mortgage Loan had
          an LTV
          at origination greater than 80.00%, either (i) 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 or (ii) the Mortgage
          Loan was insured as to payment defaults by a Lender 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 or
          Lender Primary Mortgage Insurance Policy, as applicable, 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.
          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.  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 or 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;
          With respect to any Primary Mortgage Insurance Policy, the mortgage interest
          rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule
          is
          net of any such insurance premium;

        


        (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)           Unless
          otherwise specified in the related Term Sheet, 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 “contriburions” 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
          or a notice of default sent 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.  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.

        


        Section
          4.04                                Establishment
          of Custodial Accounts; Depositsin 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 CustodialAccount.

        


        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 and 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 Primary Mortgage Insurance Policy
          or
          Lender Primary 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 REOProperty.

        


        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.  The fee for such administrative services
          shall be $2,000 to be paid upon liquidation of the REO Property.  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, plus (iv) unless otherwise
          stated
          in the related Confirmation or related Term Sheet, any amount received by the
          Company that represents a prepayment penalty with respect to a Mortgage
          Loan,
          minus (v) 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.

        


        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 ofMortgage 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 2002, 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 2002 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 CompanyRecords.

        


        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 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, or
          any other similar regulations.

        


        ARTICLE
          VII

        


        REPORTS
          TO BE PREPARED BY SERVICER

        


        Section
          7.01                                Company
          Shall Provide Information asReasonably Required.

        


        The
          Company shall furnish to the
          Purchaser during the term of this Agreement such periodic, special or other
          reports, information or documentation, 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.  Such periodic,
          special or other reports, information or documentation furnished to the
          Purchaser at the Purchaser’s request pursuant to the preceding sentence shall be
          at the expense of the Purchaser.  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 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; provided, further, however, that the Company shall give sixty
          (60)
          days written notice to the Purchaser of any merger, conversion or consolidation
          to which the Company shall be a party, or of any Person succeeding to the
          business of the Company, and the Purchaser, at it sole option, shall make
          the
          determination as to whether such successor of the Company shall continue
          to
          service the Mortgage Loans hereunder.

        


        Section
          8.03                                Limitation
          on Liability of the Company andOthers.

        


        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, 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; 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:

        


        National
          City Mortgage Company

        3232
          Newmark Drive

        Miamisburg,
          Ohio 45342

        Attention:  Sheila
          N. Hansford

        Telecopier
          No.:  (937) 910-4137

        


        Servicing
          contact:

        


        National
          City Mortgage Company

        3232
          Newmark Drive

        Miamisburg,
          Ohio 45342

        Attention:  T.
          Jackson Case

        


        


        (ii)           if
          to the Purchaser:

        


        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:

        


        Bear
          Stearns Mortgage Capital Corporation

        245
          Park
          Avenue

        New
          York,
          New York 10167

        Attention:  Mary
          Haggerty

        


        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
          by Purchaser.

        


        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.

        


        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 Section 8.04, this Agreement shall inure to the
          benefit of and be binding upon the Company and the Purchaser and their
          respective successors and assigns.

        


        Section
          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 customer portfolio
          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.  From and after the Closing Date, the Purchaser
          agrees that it will not take any action or permit or cause any action to
          be
          taken by any of its agents or affiliates, or by any independent contractors
          on
          the Purchaser’s behalf, 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 Company,.  In
          addition, the Purchaser or any of its affiliates shall not solicit any
          Mortgagor
          for any other financial products or services. Notwithstanding the foregoing,
          it
          is understood and agreed that (i) promotions undertaken by the Purchasr
          or any
          affiliate of the Purchaser 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 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, 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") 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.  In connection with each Pass-Through Transfer, the
          Company agrees to provide reasonable and customary indemnification to the
          Purchaser and its affiliates for disclosure contained in any offering document
          relating to the Company or its affiliates, 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. With respect
          to each
          Pass-Through Transfer, the Purchaser shall provide thirty (30) days notice
          of
          such transfer, unless otherwise agreed by the parties in the related
          Confirmation.  With respect to each Whole Loan Transfer, limits on
          frequency of Reconstitution may be provided in the related Confirmation
          or
          related Term Sheet for the related Mortgage Loans.

        


        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:

                	 
	 
	
                  NATIONAL
                    CITY 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 or Lender 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.

        


        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 October 1, 2001 (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
          " National City Mortgage Company, 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.

        


        
          	
                  NATIONAL
                    CITY MORTGAGE COMPANY

                
	 
	
                  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 October 1, 2001 (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
          "National City Mortgage Company, 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.

        


        
          	
                  NATIONAL
                    CITY MORTGAGE COMPANY

                
	 
	
                  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 Sections 3.01 and 3.02 of the Purchase
                    Agreement to
                    be untrue in any material respect.

                


        

        


        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 or Lender 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 GUIDELINES

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          I


        TERM
          SHEET

        


        This
          TERM SHEET (the "Term Sheet")
          dated _____________, between National City Mortgage Company, a ________
          corporation, located at 3232 Newmark Drive, Miamisburg, Ohio 45342 (the
          “Company”) and EMC Mortgage Corporation, a Delaware corporation, located at
          ______________ (the "Purchaser") is made pursuant to the terms and conditions
          of
          that certain Purchase, Warranties and Servicing Agreement (the "Agreement")
          dated as of October 1, 2001, 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.

         

        


        
          	
                  NATIONAL
                    CITY MORTGAGE COMPANY

                
	 
	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                  EMC
                    MORTGAGE CORPORATION

                
	 
	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE

        


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


         

        AMENDMENT
          REG AB

        TO
          THE PURCHASE, WARRANTIES AND SERVICING AGREEMENT

         

        This
          is
          Amendment Reg AB (the “Amendment Reg AB”), dated as of March 1, 2006 (the
“Amendment Date”), by and between EMC Mortgage Corporation (the
“Purchaser”), and
          National City Mortgage, Co. (the “Company”) to that certain Seller’s
          Purchase, Warranties and Servicing Agreement dated as of October 1, 2001
          between
          the Company and the Purchaser (the “Agreement”).

         

        W
          I T N E S S E T H

         

        WHEREAS,
          the Company and the Purchaser have agreed, subject to the terms and conditions
          of this Amendment Reg AB that the Agreement be amended to reflect certain
          agreed
          upon revisions to the terms of the Agreement.

         

        Accordingly,
          the Company and the Purchaser hereby agree, in consideration of the mutual
          premises and mutual obligations set forth herein, that the Agreement is
          hereby
          amended as follows:

         

        


        DEFINED
          TERMS

        


        [Capitalized
          terms not defined are presumed to be defined in the applicable
          Agreement.]

        


        Commission:  The
          United States Securities and Exchange Commission.

        


        Company
          Information:  As defined in Section 7(a).

        


        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.

        


        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. For the avoidance of doubt, a “Qualified
          Correspondent” includes a “table broker” or mortgage lender that originates
          loans underwritten and funded by the Company or an Affiliate of the
          Company.

        


        Reconstitution:  Any
          Securitization Transaction or Whole Loan Transfer.

        


        Reconstitution
          Agreement:  Any servicing agreement relating to a
          Reconstitution.

        


        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.

        


        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.

        


        Servicer:  As
          defined
          in Section 3(c).

        


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

        


        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 material functions identified in Item 1122(d) of Regulation AB
          with
          respect to Mortgage Loans under the direction or authority of the Company
          or a
          Subservicer.

        


        Subservicer:  Any
          Person that services Mortgage Loans on behalf of the Company or any Subservicer
          and is responsible for the performance (whether directly or through Subservicers
          or Subcontractors) of a substantial portion of the material servicing functions
          required to be performed by the Company under this Agreement or any
          Reconstitution Agreement that are identified in Item 1122(d) of Regulation
          AB;
          provided, however, that the term “Subservicer” shall not include any master
          servicer, or any special servicer other than the Company engaged at the
          request
          of a Depositor, Purchaser or investor in a Securitization Transaction,
          nor any
“back-up servicer” or trustee performing servicing functions on behalf of a
          Securitization Transaction.

        


        Third-Party
          Originator:  Each Person, other than a Qualified Correspondent,
          that originated Mortgage Loans acquired by the Company and shall not include
          a
          mortgage broker that does not fund loans.

        


        Whole
          Loan
          Transfer:  Any sale or transfer of some or all of the Mortgage
          Loans, other than a Securitization Transaction.

        


        ARTICLE
          1

        COMPLIANCE
          WITH REGULATION AB

        


        Section
          1  Intent of the
          Parties.

        


        The
          Purchaser and the Company acknowledge and agree that the purpose of Article
          1 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.  Although Regulation AB is applicable by its terms only to
          offerings of asset-backed securities that are registered under the Securities
          Act, the Company acknowledges that investors in privately offered securities
          may
          require that the Purchaser or any Depositor provide comparable disclosure
          in
          unregistered offerings and will provide such comparable disclosure in
          unregistered offerings to the extent such disclosure becomes consistent
          with
          industry practice.  References in this Agreement to compliance with
          Regulation AB include provision of comparable disclosure in private
          offerings.  Neither the Purchaser nor any Depositor shall exercise its
          right to request (if any request is required) delivery of information or
          other
          performance under these provisions other than in good faith, or for purposes
          other than compliance with the provisions of the Securities Act, the Exchange
          Act and the rules and regulations of the Commission thereunder (or the
          provision
          in a private offering of disclosure comparable to that required under the
          Securities Act).  The Company acknowledges that interpretations of the
          requirements of Regulation AB may change over time, whether due to interpretive
          guidance provided by the Commission or its staff, consensus among participants
          in the asset-backed securities markets, advice of counsel, or otherwise,
          and
          agrees to comply with reasonable requests made by the Purchaser, any Master
          Servicer or any Depositor in good faith for delivery of information under
          these
          provisions on the basis of evolving interpretations of Regulation
          AB.  In connection with
          any Securitization Transaction, the Company shall cooperate as set forth herein
          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.

        


        Section
          2  Additional Representations and Warranties of the
          Company.

        


        (a)           The
          Company shall be deemed to represent to the Purchaser and to any Depositor,
          as
          of the date on which information is first provided to the Purchaser or
          any
          Depositor under Section 3 that, except as disclosed in writing to the Purchaser
          or such Depositor prior to such date and unless otherwise disclosed in
          such
          information provided under Section 3:  (i) 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; (ii) 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;
          (iii) 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; (iv) no material changes to the Company’s
          policies or procedures with respect to the servicing function it will perform
          under this Agreement and any Reconstitution Agreement for mortgage loans
          of a
          type similar to the Mortgage Loans
          have occurred during the three-year period immediately preceding the
scheduled closing date of the related Securitization
          Transaction; (v)
          there are no aspects of the Company’s financial condition that could have a
          material adverse effect on the performance by the Company of its
          servicing obligations under this Agreement or any Reconstitution Agreement; (v) there are no material legal
          or governmental proceedings pending (or known to be contemplated by Government
          authorities) against the Company, or to the knowledge of the Company, any
          Subservicer or any Third-Party Originator; and (vi) there are no
          affiliations,
          relationships or transactions relating to the Company, any Subservicer
          or any
          Third-Party Originator with respect to any Securitization Transaction and
          any
          party thereto identified by the related Depositor of a type described in
          Item
          1119 of Regulation AB.

        


        (b)           If
          so requested by the Purchaser or any
          Depositor on any date following the date on which information is first
          provided to the Purchaser or any Depositor under Section 3, the Company 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 request, provide reasonably adequate disclosure
          of the pertinent facts, in writing, to the requesting party.

        


        Section
          3  Information to Be Provided by the Company.

        


        In
          connection with any Securitization Transaction the Company shall (i) within five business days
          following request by the Purchaser or any Depositor, provide to the Purchaser
          and such Depositor (or, as applicable, cause each Third-Party Originator
          and
          each Subservicer to provide), in writing, or in a mutually agreed upon
          electronic format, and in form and substance reasonably satisfactory to
          the
          Purchaser and such Depositor, the information and materials specified in
          paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly
          as
          practicable following notice to or discovery by the Company, provide to
          the
          Purchaser and any Depositor (in writing, or in a mutually agreed upon electronic
          format, and in form and substance reasonably satisfactory to the Purchaser
          and
          such Depositor) the information specified in paragraph (d) of this
          Section.

        


        (a)           If
          so requested by the Purchaser or any Depositor, the Company shall provide
          (or
          cause each Third-Party Originator or Subservicer, as applicable, to provide)
          such information, as mutually agreed upon by the Purchaser or any Depositor
          and
          the Company (or such Third-Party Originator or Subservicer, as applicable),
          regarding (i) the Company, as originator of the Mortgage Loans (including
          as an
          acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each
          Third-Party Originator, and (iii) as applicable, each Subservicer, as is
          requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110,
          1117
          and 1119 of Regulation AB.  Such information shall include, at a
          minimum:

        


        (A)           the
          originator’s form of organization;

        


        (B)           a
          description of the originator’s origination program and how long the originator
          has been engaged in originating residential mortgage loans, which description
          shall include a discussion of the originator’s experience in originating
          mortgage loans of a similar type as the Mortgage Loans; information regarding
          the size and composition of the originator’s origination portfolio; and
          information that may be materialin the good faith judgment of the Purchaser
          or
          any Depositor, to an analysis of the performance of the Mortgage Loans,
          including the originators’ credit-granting or underwriting criteria for mortgage
          loans of similar type(s) as the Mortgage Loans and such other information
          as the
          Purchaser or any Depositor may reasonably request for the purpose of compliance
          with Item 1110(b)(2) of Regulation AB;

        


        (C)           a
          description of any material legal  proceedings pending (or known to be
          contemplated by governmental authorities) against the Company, or to the
          knowledge of the Company, each Third-Party Originator and each Subservicer;
          and

        


        (D)           a
          description of any affiliation or relationship between the Company, each
          Third-Party Originator, each Subservicer and any of the following parties
          to a
          Securitization Transaction, as such parties are identified and noticed
          to the
          Company by the Purchaser or any Depositor in writing in advance of such
          Securitization Transaction:

        


        (1)           the
          sponsor;

        (2)           the
          depositor;

        (3)           the
          issuing entity;

        (4)           any
          servicer;

        (5)           any
          trustee;

        (6)           any
          originator;

        (7)           any
          significant obligor;

        (8)           any
          enhancement or support provider; and

        (9)           any
          other material transaction party.

        


        (b)           If
          so requested by the Purchaser or any Depositor, the Company shall provide
          (or,
          as applicable, cause each Third-Party Originator to provide) Static Pool
          Information with respect to the mortgage loans (of a similar type as the
          Mortgage Loans, as reasonably identified by the Purchaser as provided below)
          originated by (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)
          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 as mutually agreed upon by the Purchaser or the
          Depositor
          and the Company, as applicable.

        


        Promptly
          following notice or discovery of a material error in Static Pool Information
          provided pursuant to the immediately preceding paragraph (including an
          omission
          to include therein information required to be provided pursuant to such
          paragraph), the Company shall provide corrected Static Pool Information
          to the
          Purchaser or any Depositor, as applicable, in the same format in which
          Static
          Pool Information was previously provided to such party by the
          Company.

        


        If
          so requested by the Purchaser or any
          Depositor, the Company shall provide (or, as applicable, cause each Third-Party
          Originator to provide), at the expense of the Purchaser or Depositor, as
          applicable (to the extent of any additional incremental expense associated
          with
          delivery pursuant to this Agreement), such agreed-upon procedures letters
          of
          certified public accountants reasonably acceptable to the Purchaser or
          Depositor, as applicable, pertaining to Static Pool Information relating
          to
          prior securitized pools for securitizations closed on or after January
          1, 2006
          or, in the case of Static Pool Information with respect to the Company’s or
          Third-Party Originator’s originations or purchases, to calendar months
          commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably
          request.  Such statements and letters shall be addressed to and be for
          the benefit of such parties as the Purchaser or such Depositor shall designate,
          which may include, by way of example, any Sponsor, any Depositor and any
          broker
          dealer acting as underwriter, placement agent or initial purchaser with
          respect
          to a Securitization Transaction[, and shall also be addressed to and for
          the
          benefit of the Company, its assignees and such Third-Party
          Originator.  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.

        


        (c)           If
          so requested by the Purchaser or any Depositor, the Company shall provide
          such
          information regarding the Company, as servicer of the Mortgage Loans, and
          cause
          each Subservicer to so provide such information (each of the Company and
          each
          Subservicer, for purposes of this paragraph, a “Servicer”), as is requested for
          the purpose of compliance with Item 1108 of Regulation AB.  Such
          information shall include, at a minimum:

        


        (A)           the
          Servicer’s form of organization;

         

        (B)           a
          description of how long the Servicer has been servicing residential mortgage
          loans; a general discussion of the Servicer’s experience in servicing assets of
          any type as well as a more detailed discussion of the Servicer’s experience in,
          and procedures for, the servicing function it will perform under this Agreement
          and any Reconstitution Agreements; information regarding the size, composition
          and growth of the Servicer’s portfolio of residential mortgage loans of a type
          similar to the Mortgage Loans and information on factors related to the
          Servicer
          that may be material, in the good faith judgment of the Purchaser or any
          Depositor, to any analysis of the servicing of the Mortgage Loans or the
          related
          asset-backed securities, as applicable, including, without
          limitation:

         

        (1)           whether
          any prior securitizations of mortgage loans of a type similar to the Mortgage
          Loans involving the Servicer have defaulted or experienced an early amortization
          or other performance triggering event because of servicing during the three-year
          period immediately preceding the scheduled closing date of the related
          Securitization Transaction;

        (2)           the
          extent of outsourcing the Servicer utilizes;

        (3)           whether
          there has been previous disclosure of material noncompliance with the applicable
          servicing criteria with respect to other securitizations of residential
          mortgage
          loans involving the Servicer as a servicer during the three-year period
          immediately preceding the scheduled closing date of the related Securitization
          Transaction; and

        (4)           whether
          the Servicer has been terminated as servicer in a residential mortgage
          loan
          securitization, either due to a servicing default or to application of
          a
          servicing performance test or trigger; and

        (5)           such
          other information as the Purchaser or any Depositor may reasonably request
          for
          the purpose of compliance with Item 1108(b)(2) of Regulation AB;

         

        (C)           a
          description of any material changes during the three-year period immediately
          preceding the scheduled closing date of the related Securitization Transaction
          to the Servicer’s policies or procedures with respect to the servicing function
          it will perform under this Agreement and any Reconstitution Agreements
          for
          mortgage loans of a type similar to the Mortgage Loans;

         

        (D)           information
          regarding the Servicer’s financial condition, to the extent that there is a
          material risk that the effect on one or more aspects of servicing resulting
          from
          such financial condition would have a material impact on pool performance
          or on
          the performance by the Company of its servicing obligations under this
          Agreement
          or any Reconstitution Agreement;

         

        (E)           information
          regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
          overall servicing portfolio of residential mortgage loans for the three-year
          period immediately preceding the scheduled closing date of the related
          Securitization Transaction, which may be limited to a statement by an authorized
          officer of the Servicer to the effect that the Servicer has made all advances
          required to be made on residential mortgage loans serviced by it during
          such
          period, or, if such statement would not be accurate, information regarding
          the
          percentage and type of advances not made as required, and the reasons for
          such
          failure to advance;

         

        (F)           a
          description of the Servicer’s processes and procedures designed to address any
          special or unique factors involved in servicing loans of a similar type
          as the
          Mortgage Loans;

        


        (G)           a
          description of the Servicer’s processes for handling delinquencies, losses,
          bankruptcies and recoveries, such as through liquidation of mortgaged
          properties, sale of defaulted mortgage loans or workouts; and

        


        (H)           information
          as to how the Servicer defines or determines delinquencies and charge-offs,
          including the effect of any grace period, re-aging, restructuring, partial
          payments considered current or other practices with respect to delinquency
          and
          loss experience.

        


        (d)           For
          the purpose of satisfying the reporting obligation under the Exchange Act
          with
          respect to any class of asset-backed securities, at the time the Company
          knows
          or should have known of any of the circumstances in subsection (i) of this
          paragraph, 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 proceedings pending
          or
          governmental proceedings known to be contemplated against the Company,
          any
          Subservicer or any Third-Party Originator, as applicable, (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.

        


        All
          notification pursuant to this Section 3(d) should be sent to EMC by
          e-mail to
regABnotifications@bear.com.  In
          addition, each such notice
          other than those pursuant to Section 3(d)(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(d)(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

        


        (e)           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 fifteen 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 the
          related
          Securitization Transaction.

        


        (f)           In
          addition to such information as the Company, as servicer, is obligated
          to
          provide pursuant to other provisions of this Agreement, if so requested
          by the
          Purchaser or any Depositor, the Company shall provide such information
          regarding
          the performance or servicing of the Mortgage Loans as is reasonably required
          to
          facilitate preparation of distribution reports in accordance with Item
          1121 of
          Regulation AB as applicable to the Company.  The Company shall also
          provide a monthly report, in the form of Exhibit C hereto, or such other
          form as is mutually acceptable to the Company, the Purchaser and any Master
          Servicer, Exhibit D with respect to defaulted mortgage loans and
Exhibit E, with respect to realized losses and gains, with each
          such
          report.  Such information shall be provided concurrently with the
          monthly reports otherwise required to be delivered by the servicer under
          this
          Agreement, commencing with the first such report due not less than ten
          Business
          Days following such request.

        


        (g)  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):

        (i)           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);

        


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

        


        (iii)           information
          regarding 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).

        


        (h)  The
          Company shall provide, as may be reasonably requested by the Purchaser,
          any
          Master Servicer or 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 to the
          Purchaser, any Master Servicer and any Depositor.

        


        Section
          4  Servicer
          Compliance Statement.

        


        On
          or
          before March 1 of each calendar year, commencing in 2007, the Company shall
          deliver to the Purchaser, any Master Servicer and any Depositor a statement
          of
          compliance addressed to the Purchaser, such Master Servicer and such Depositor
          and signed by an authorized officer of the Company, to the effect that
          (i) a
          review of the Company’s activities as servicer during the immediately preceding
          calendar year (or applicable portion thereof) and of its performance under
          this
          Agreement and any applicable Reconstitution Agreement during such period
          has
          been made under such officer’s supervision, and (ii) to the best of such
          officers’ knowledge, based on such review, the Company has fulfilled all of its
          obligations under this Agreement and any applicable Reconstitution Agreement
          in
          all material respects throughout such calendar year (or applicable portion
          thereof) or, if there has been a failure to fulfill any such obligation
          in any
          material respect, specifically identifying each such failure known to such
          officer and the nature and the status thereof.

         

        Section
          5  Report on
          Assessment of Compliance and Attestation.

        


        (a)           On
          or before March 1 of each calendar year, commencing in 2007, the

        Company
          shall:

        


        (i)           deliver
          to the Purchaser, any Master Servicer and any Depositor a report (in form
          and
          substance reasonably satisfactory to the Purchaser, such Master Servicer
          and
          such Depositor) regarding the Company’s assessment of compliance with the
          Servicing Criteria during the immediately preceding calendar year, as required
          under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
          AB.  Such report shall be addressed to the Purchaser, such Master
          Servicer and such Depositor and signed by an authorized officer of the
          Company,
          and shall address each of the applicable Servicing Criteria specified on
          Exhibit
          B hereto;

        


        (ii)           deliver
          to the Purchaser, any Master Servicer and any Depositor a report of a registered
          public accounting firm reasonably acceptable to the Purchaser, such Master
          Servicer and such Depositor that attests to, and reports on, the assessment
          of
          compliance made by the Company and delivered pursuant to the preceding
          paragraph.  Such attestation shall be in accordance with Rules
          1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
          Exchange Act;

        


        (iii)           cause
          each Subservicer, and each Subcontractor determined by the Company pursuant
          to
          Section 6(b) 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 paragraphs (a) and (b) of this Section; and

        


        (iv)           deliver
          and cause each Subservicer and Subcontractor described in clause (iii)
          to
          provide to the Purchaser, any Master Servicer any Depositor and any other
          Person
          that will be responsible for signing the certification (a “Sarbanes
          Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
          (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of
          an
          asset-backed issuer with respect to a Securitization Transaction a certification
          signed by the appropriate officer of the Company in the form attached hereto
          as
          Exhibit A; provided that such certification delivered by the Company may
          not be
          filed as an exhibit to, or included in, any offering document or registration
          statement.

        


        The
          Company acknowledges that the parties identified in clause (a)(iv) above
          may
          rely on the certification provided by the Company pursuant to such clause
          in
          signing a Sarbanes Certification and filing such with the
          Commission.

        


        (b)           Each
          assessment of compliance provided by a Subservicer pursuant to

        Section
          5(a)(i) shall address each of the Servicing Criteria specified on Exhibit
          B
          hereto.  An assessment of compliance provided by a Subcontractor
          pursuant to Section 5(a)(iii) need not address any elements of the Servicing
          Criteria other than those specified by the Company pursuant to Section
          6.

        


        Section
          6  Use of Subservicers and Subcontractors.

        


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

        


        (a)           It
          shall not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subservicer.  The Company shall cause any Subservicer used by the
          Company (or by any Subservicer) for the benefit of the Purchaser and any
          Depositor to comply with the provisions of this Section and with Sections
          2,
          3(c), (e), (f) and (g), 4, 5, and 07 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(d) of this Agreement.  The
          Company shall be responsible for obtaining from each Subservicer and delivering
          to the Purchaser and any Depositor any servicer compliance statement required
          to
          be delivered by such Subservicer under Section 4, any assessment of compliance
          and attestation required to be delivered by such Subservicer under Section
          5 and
          any certification required to be delivered to the Person that will be
          responsible for signing the Sarbanes Certification  under Section 5 as
          and when required to be delivered.

        


        (b)           It
          shall not be necessary for the Company to seek the consent of the Purchaser,
          any
          Master Servicer or any Depositor to the utilization of any
          Subcontractor.  The Company shall promptly upon request provide to the
          Purchaser, any Master Servicer and any Depositor (or any designee of the
          Depositor, such as a master servicer or 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.

        


        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 5 and 7 of this Agreement
          to
          the same extent as if such Subcontractor were the Company.  The
          Company shall be responsible for obtaining from each Subcontractor and
          delivering to the Purchaser and any Depositor any assessment of compliance
          and
          attestation and the other certifications required to be delivered by such
          Subcontractor under Section 5, in each case as and when required to be
          delivered.

        


        Section
          7  Indemnification; Remedies.

        


        (a)           The
          Company shall indemnify the Purchaser and each of the following parties
          participating in a Securitization Transaction:  each sponsor and
          issuing entity; each Person (including, but not limited to, any Master
          Servicer)
          responsible for the preparation, execution or filing of any report required
          to
          be filed with the Commission with respect to such Securitization Transaction,
          or
          for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
          under the Exchange Act with respect to such Securitization Transaction;
          each
          broker dealer acting as underwriter, placement agent or initial purchaser,
          each
          Person who controls any of such parties or the Depositor (within the meaning
          of
          Section 15 of the Securities Act and Section 20 of the Exchange Act); and
          the
          respective present and former directors, officers, employees, agents and
          affiliates of each of the foregoing and the Depositor (each, an “Indemnified
          Party”), and shall hold each of them (each, an “Indemnified Party”) 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, accountants’ letter or other material
          provided under this Article 1 by or on behalf of the Company, or provided
          under
          this Article 1 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 Article I, including
          particularly the 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 Article I,
          including any failure by the Company to identify pursuant to Section 6(b)
          any
          Subcontractor “participating in the servicing function” within the meaning of
          Item 1122 of Regulation AB; or

        


        (iii)           any
          breach by the Company of a representation or warranty set forth in Section
          2(a)
          or in a writing furnished pursuant to Section 2(b) and made as of a date
          prior
          to the closing date of the related Securitization Transaction, to the extent
          that such breach is not cured by such closing date, or any breach by the
          Company
          of a representation or warranty in a writing furnished pursuant to Section
          2(b)
          to the extent made as of a date subsequent to such closing date; or

        


        (iv)           if
          the indemnification provided for herein is unavailable or insufficient
          to hold
          harmless an Indemnified Party, then the Company agrees that it shall contribute
          to the amount paid or payable by such Indemnified Party as a result of
          any
          claims, losses, damages or liabilities incurred by such Indemnified Party
          in
          such proportion as is appropriate to reflect the relative fault of such
          Indemnified Party on the one hand and the Company on the other.

         

        In
          the case of any failure of
          performance described in clause (a)(ii) of this Section, 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.

        


        (b)           (i)           Any
          failure by the Company, any Subservicer, any Subcontractor or any Third-Party
          Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Article I, or
          any
          breach by the Company of a representation or warranty set forth in Section
          2(a)
          or in a writing furnished pursuant to Section 2(b) and made as of a date
          prior
          to the closing date of the related Securitization Transaction, to the extent
          that such breach is not cured by such closing date, or any breach by the
          Company
          of a representation or warranty in a writing furnished pursuant to Section
          2(b)
          to the extent made as of a date subsequent to such closing date, shall,
          except
          as provided in clause (ii) of this paragraph, immediately and automatically,
          without notice or grace period, constitute an Event of Default with respect
          to
          the Company under this Agreement and any applicable Reconstitution Agreement,
          if
          such failure or breach is not cured within two (2) Business Days after
          the
          Company receives written notice of such failure or breach (which may be
          provided
          by e-mail), and shall entitle the Purchaser or any Depositor, as applicable,
          in
          its sole discretion to terminate the rights and obligations of the Company
          as
          servicer under this Agreement and/or any applicable Reconstitution Agreement
          without payment (notwithstanding anything in this Agreement or any applicable
          Reconstitution Agreement to the contrary) of any compensation to the Company
          except for reimbursing the Company
          for any servicing advances that the Company actually made as servicer pursuant
          to this Agreement and rights arising prior to such termination (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); provided that to the
          extent that any provision of this Agreement and/or any applicable Reconstitution
          Agreement expressly provides for the survival of certain rights or obligations
          following termination of the Company as servicer, such provision shall
          be given
          effect.

         

        (ii)           Any
          failure by the Company, any Subservicer or any Subcontractor to deliver
          any
          information, report, certification or accountants’ letter when and as required
          under Section 4 or 5, including any failure by the Company to identify
          pursuant
          to Section 6(b) any Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, which continues unremedied
          for
          ten calendar days after the date of written notice from the Master Servicer
          shall constitute an Event of Default (notwithstanding any other provision
          in
          this Agreement or any Reconstitution Agreement to the contrary) with respect
          to
          the Company under this Agreement and any applicable Reconstitution Agreement,
          and shall entitle the Purchaser, any Master Servicer or any Depositor,
          as
          applicable, in its sole discretion to terminate the rights and obligations
          of
          the Company as servicer under this Agreement and/or any applicable
          Reconstitution Agreement without payment (notwithstanding anything in this
          Agreement to the contrary) of any compensation to the Company except for
reimbursing the Company
          for any
          servicing advances that the Company actually made as servicer pursuant
          to this
          Agreement and rights arising prior to such termination; provided
          that to the extent that any provision of this Agreement and/or any applicable
          Reconstitution Agreement expressly provides for the survival of certain
          rights
          or obligations following termination of the Company as servicer, such provision
          shall be given effect.

         

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

         

        (c)           Notification
          and
          Cooperation. The
          parties hereto further agree, and any Indemnified Party not a party hereto
          is
          deemed to agree, as a condition to its reliance on such indemnification,
          that
          the Company’s indemnification obligations under this Section 7 are subject to
          the following terms and conditions:

        


        (i)           An
          Indemnified Party seeking
          indemnification hereunder shall give written notice to the Company within
          a
          reasonable time after the Indemnified Party receives notice of an indemnifiable
          claim provided that failure to give such notice within a reasonable time
          shall
          not invalidate the Company’s obligations to indemnify such Indemnified Party
          except if, and then only to the extent that, such failure materially prejudices
          the Indemnifying Party or its ability to defend such claim, and the Indemnifying
          Party shall have the burden of proving such material
          prejudice;

        (ii)           The
          Company shall undertake the defense
          of the action or claim with counsel or other representatives of its own
          choosing
          and reasonably acceptable to the Indemnified Party (which counsel shall
          not,
          except with the consent of the Indemnified Party, be counsel to the Indemnifying
          Party);

        (iii)           The
          Indemnified Party shall have the
          right to participate and assist in, but not control, the defense of such
          claim
          and employ separate counsel in any action or claim, at the expense of the
          Indemnified Party (i.e., at its own expense), provided that if the interests
          of
          the Company and the Indemnified Party diverge, the Indemnified Party shall
          be
          entitled to separate counsel at the Company’s expense, provided such expense
          is
          reasonable;
          and

        (iv)           The
          Company shall not settle or
          compromise any claim suit or action against the Indemnified Party without
          the
          express prior written consent of the Indemnified Party.

        


        (d)           Exclusive
          Remedy.  Except for remedies
          under
          the Agreement and remedies that cannot be waived as a matter of law and
          injunctive relief, the rights under this Section 7 shall be the exclusive
          remedy
          for breaches of this Section 7 (including any covenant, obligation,
          representation or warranty contained herein or therein).

        


        (e)           Limitations.              Notwithstanding
          anything in this
          Agreement to the contrary, in no event shall the Company be obligated under
          this
          Section 7 to indemnify an Indemnified Party otherwise entitled to indemnity
          hereunder in respect of any indemnifiable claims or losses to the extent
          that
          such claims or losses result directly from the willful misconduct, bad
          faith or
          negligent acts of the Indemnified Party.

        


        (f)           The
          parties hereto agree that any
written notice under
          this
          Section 7 may be made via
          email.

        


        Section
          8   Third
          Party Beneficiary.

         

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

        


        IN
          WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment
          to be
          executed and delivered by their duly authorized officers as of the day
          and year
          first above written.

        


        
          	
                  NATIONAL
                    CITY MORTGAGE CO.

                  (Seller)

                   

                
	 	 
	
                  By:

                	 
	
                  Name:

                	
                  Kelly
                    C. Johnson

                
	
                  Title:

                	
                  Senior
                    Vice President

                
	 
	 
	
                  EMC
                    MORTGAGE CORPORATION

                  (Purchaser)

                   

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        EXHIBIT
          A

         

        FORM
          OF
          ANNUAL CERTIFICATION

         

        
          	
                   

                	
                  Re:

                	
                  The
                    [                   ]
                    agreement dated as of [      ], 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:

         

        (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] [Securities Administrator]
          [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] [Securities Administrator] [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; and

         

        (5)           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 “participating
          in the servicing function” 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
          B

        


        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  (A) are mathematically
                    accurate; (B) were prepared within 30 calendar days after the
                    bank
                    statement cutoff date, or such other number of days specified
                    in the
                    transaction agreements; (C) were 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.

                	 
	
                   

                	
                   

                	
                   

                


        

        


        


        EXHIBIT
          C

        


        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

                


        

        


        


        


        EXHIBIT
          D

        


        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

                


        

         

        


        


         

        


        EXHIBIT
          E

        


        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)

                            


                    

                  

                

                 

              

            

          



      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
        R-1

      


      FORM
        OF BANK OF AMERICA

      ASSIGNMENT
        AGREEMENT

       

      EXHIBIT
        R1

       

      


       

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION
        AGREEMENT

       

      This
        is an Assignment, Assumption and
        Recognition Agreement (this “AAR Agreement”) made as of September 19, 2007, by
        and 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 (the “Assignee”) and Bank of America, National Association (the
“Company”).

       

      In
        consideration of the mutual promises
        contained herein the parties hereto agree that the residential mortgage loans
        (the “Assigned Loans”) listed on Exhibit A annexed hereto (the “Assigned Loan
        Schedule”) now serviced by Company for the Assignor and its successors and
        assigns pursuant to (a) the Second Amended and Restated Flow Mortgage Loan
        Sale
        and Servicing Agreement, dated February 1, 2006 as modified by the Regulation
        AB
        Compliance Addendum to Second Amended and Restated Flow Mortgage Loan Sale
        and
        Servicing Agreement (the “Reg AB Addendum”), dated February 1, 2006, each by and
        between the Assignor and the Company (collectively, the “Mortgage Loan Sale and
        Servicing Agreement”) and (b) that certain Term Sheet dated May 23, 2007, by and
        between the Assignor and Company (the “Term Sheet” and together with the
        Mortgage Loan Sale and Servicing 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 Mortgage Loan
        Sale
        and Servicing Agreement.

       

      Assignment
        and
        Assumption

       

      1.  The
        Assignor hereby grants, transfers and assigns to the Assignee all of the
        right,
        title and interest of the Assignor in the Assigned Loans and all of its right,
        title and interest in, to and under the Mortgage Loan Sale and Servicing
        Agreement with respect to the Assigned Loans.  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 Subsection 7.01 and
        Subsection 7.02 of the Mortgage Loan Sale and Servicing 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 Subsection 7.03 of the Mortgage Loan Sale and
        Servicing 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.  The Assignor specifically
        reserves and does not assign to the Assignee any right, title and interest
        in,
        to or under any Mortgage Loans subject to the Mortgage Loan Sale and Servicing
        Agreement other than those set forth on Exhibit A.

       

      Representations,
        Warranties and
        Covenants

       

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

       

      
        	
                a.  

              	
                Attached
                  hereto as Exhibit B is a true and accurate copy of the Mortgage
                  Loan Sale
                  and Servicing Agreement and the Term Sheet, 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 Assigned Loans with full right
                  to
                  transfer the Assigned Loans and any and all of its interests, rights
                  and
                  obligations under the Mortgage Loan Sale and Servicing Agreement
                  as they
                  relate to the Assigned Loans, free and clear from any and all claims
                  and
                  encumbrances; and upon the transfer of the Assigned Loans to the
                  Assignee
                  as contemplated herein, the Assignee shall have good title to each
                  and
                  every Assigned Loan, as well as any and all of the Assignee’s interests,
                  rights and obligations under the Mortgage Loan Sale and Servicing
                  Agreement as they relate to the Assigned Loans, free and clear
                  of any and
                  all liens, claims and encumbrances;

              


      

       

      
        	
                c.  

              	
                There
                  are no offsets, counterclaims or other defenses available to Company
                  with
                  respect to the Assigned Loans or the Mortgage Loan Sale and Servicing
                  Agreement;

              


      

       

      
        	
                d.  

              	
                The
                  Assignor has no knowledge of, and has not received notice of, any
                  waivers
                  under, or any modification of, any Assigned
                  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 Assigned
                  Loans;

              


      

       

      
        	
                f.  

              	
                The
                  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 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 AAR
                  Agreement
                  and the consummation by it of the transactions contemplated hereby,
                  have
                  been duly authorized by all necessary corporate action on part
                  of the
                  Assignor.  This AAR Agreement has been duly executed and
                  delivered by the Assignor and, upon the due authorization, execution
                  and
                  delivery by the Assignee and 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 AAR Agreement, or the consummation
                  by
                  it of the transactions contemplated hereby.  Neither the
                  Assignor nor anyone acting on its behalf has offered, transferred,
                  pledged, sold or otherwise disposed of the 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;

              


      

       

      
        	
                h.  

              	
                The
                  Assignor has received from Company, and has delivered to the Assignee,
                  all
                  documents required to be delivered to the Assignor by Company prior
                  to the
                  date hereof pursuant to Section 6.03 of the Mortgage Loan Sale
                  and
                  Servicing Agreement with respect to the Assigned Loans and has
                  not
                  received, and has not requested from Company, any additional documents;
                  and

              


      

       

      
        	
                i.  

              	
                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 Section 7.01 of the Mortgage Loan Sale and Servicing
                  Agreement to be untrue in any material
                  respect.

              


      

       

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

       

      
        	
                a.  

              	
                The
                  Assignee is duly organized, validly existing and in good standing
                  under
                  the laws of the jurisdiction of its organization and has all requisite
                  power and authority to hold the Mortgage Loans on behalf of the
                  holders of
                  Bear Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed
                  Certificates, Series 2007-AC6;

              


      

       

      
        	
                b.  

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

              


      

       

      
        	
                c.  

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

              


      

       

      
        	
                d.  

              	
                The
                  Assignee assumes for the benefit of each of the Assignor and Company
                  all
                  of the Assignor’s rights as “Purchaser” thereunder but solely with respect
                  to such Assigned Loans.

              


      

       

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

       

      
        	
                a.  

              	
                Attached
                  hereto as Exhibit B is a true and accurate copy of the Mortgage
                  Loan Sale
                  and Servicing Agreement, which agreement is in full force and effect
                  as of
                  the date hereof and the provisions of which have not been waived,
                  amended
                  or modified in any respect, nor has any notice of termination been
                  given
                  to the Company thereunder;

              


      

       

      
        	
                b.  

              	
                Company
                  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 service the Assigned Loans and otherwise to perform
                  its
                  obligations under the Mortgage Loan Sale and Servicing
                  Agreement;

              


      

       

      
        	
                c.  

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

              


      

       

      
        	
                d.  

              	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by Company in connection with the execution, delivery or performance
                  by Company of this AAR Agreement, or the consummation by it of
                  the
                  transactions contemplated hereby, except such as has been obtained,
                  effected or taken prior to the date
                  hereof;

              


      

       

      
        	
                e.  

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

              


      

       

      
        	
                f.  

              	
                No
                  certification, statement, report or other agreement, document or
                  instrument furnished or to be furnished by the Company pursuant
                  to this
                  AAR Agreement contains or will contain any materially untrue statement
                  of
                  fact or omits or will omit to state a fact necessary to make the
                  statements contained therein not
                  misleading.

              


      

       

      5.  The
        Company hereby restates the representations and warranties set forth in Section
        2.02 of the Reg AB Addendum as of the date hereof.

       

      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 Bear Stearns
        Aasset Backed Securities I (“BSABS I”) in writing of (A) legal proceedings
        pending against the Company, or proceedings known to be contemplated by
        governmental authorities against the Company which in the judgment of the
        Company would be, in each case, material to purchasers of securities backed
        by
        the Assigned Loans, (B) any affiliations or relationships of the type described
        in Item 1119(b) of Regulation AB that develop following the date hereof between
        the Company and any of the above listed parties or other parties identified
        in
        writing by the Assignor or BSABS I with respect to the Securitization
        Transaction and (ii) provide to the Assignor and BSABS I a description of
        such
        proceedings, affiliations or relationships.

       

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

       

      EMC
        Mortgage
        Corporation

      2780
        Lake Vista
        Drive

      Lewisville,
        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,
        Texas
        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,
        Texas 75067-3884

      Attention:  Michelle
        Viner

      Facsimile:  (214)
        626-4889

      Email:  mviner@bear.com

       

      6.  The
        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 the Assignee (and its successors and assigns) may sustain
        in
        any way related to any breach of the representations or warranties of the
        Assignor set forth in this AAR Agreement or the breach of any covenant or
        condition contained herein.

       

      7.  Notwithstanding
        any term hereof to the contrary, the execution and delivery of this AAR
        Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns
        Asset Backed Securities I Trust 2007-AC6, Asset-Backed Certificates, Series
        2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6.

       

      Recognition
        of the
        Assignee

       

      8.  From
        and after the date hereof, Company
        shall recognize the 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 Mortgage Loan Sale and Servicing Agreement but
        in
        no event in a manner that would (i) cause any REMIC to fail to qualify as
        a
        REMIC or (ii) result in the imposition of a tax upon any REMIC (including
        but
        not limited to the tax on prohibited transactions as defined in Section
        860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
        in
        Section 860G(d) of the Code).  It is the intention of the Assignor,
        Company and the Assignee that this AAR Agreement shall be binding upon and
        for
        the benefit of the respective successors and assigns of the parties
        hereto.  Neither Company nor the Assignor shall amend or agree to
        amend, modify, waive, or otherwise alter any of the terms or provisions of
        the
        Mortgage Loan Sale and Servicing Agreement which amendment, modification,
        waiver
        or other alteration would in any way affect the Assigned 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 or, at the expense
        of
        the Bear Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed
        Certificates, Series 2007-AC6, 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 with respect to the imposition of any such taxes.

       

      The
        Company shall indemnify the Assignor, each affiliate of the Assignor, BSABS
        I,
        the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each
        affiliate of the Underwriter, each Person (including, but not limited to,
        any
        Master Servicer, if applicable) responsible for the preparation, execution
        or
        filing of any report required to be filed with the Commission, or for execution
        of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
        Exchange Act, each broker dealer acting as underwriter, placement agent or
        initial purchaser, each Person who controls the Assignor, BSABS I, the Assignee
        or the Underwriter (within the meaning of Section 15 of the Securities Act
        and
        Section 20 of the Exchange Act); and the respective present and former
        directors, officers, employees, agents and affiliates of each of the foregoing
        (each, an “Indemnified Party”), and shall hold each of them harmless from and
        against any claims, losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon:

       

      (i)(A)
        any untrue statement of a
        material fact contained or alleged to be contained in any information, report,
        certification, data, accountants’ letter or other material in written or
        electronice form provided under Section 2.07 of the Reg AB Addendum by or
        on
        behalf of the Assignor, or provided under Section 2.07 of the Reg AB Addendum
        by
        or on behalf of any Subservicer, Subcontractor or Third-Party Originator
        (collectively, the “Company Information”), or (B) the omission or alleged
        omission to state in the Company Information a material fact required to
        be
        stated in the Company Information or necessary in order to make the statements
        therein, in the light of the circumstances under which they were made, not
        misleading; provided, by way of clarification, that clause (B) of this paragraph
        shall be construed solely by reference to the Company Information and not
        to any
        other information communicated in connection with a sale or purchase of
        securities, without regard to whether the Company Information or any portion
        thereof is presented together with or separately from such other
        information;

       

      (ii)
        any breach by the Company of its
        obligations under Section 2.07 of the Reg AB Addendum,
        including particularly any failure by
        the Company, any Subservicer, any Subcontractor or any Third-Party Originator
        to
        deliver any information, report, certification, accountants’ letter or other
        material when and as required under Section 2.07 of the Reg AB Addendum,
        including any failure by the Company
        to identify pursuant to Section 2.06(b) of the Reg AB Addendum 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 2.02(a) of the Reg AB Addendum
        or in a writing furnished pursuant to Section 2.02(b) of the Reg AB Addendum
        and
        made as of a date prior to the date hereof, to the extent that such breach
        is
        not cured by the date hereof, or any breach by the Company of a representation
        or warranty in a writing furnished pursuant to Section 2.02(b) of the Reg
        AB
        Addendum to the extent made as of a date subsequent to the date hereof;
        or

       

      (iv)
        the negligence, bad faith or
        willful misconduct of the Company in connection with its performance under
        Section 2.07 of the Reg AB Addendum.

       

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

       

      Modification
        of Mortgage Loan
Sale
        and Servicing
        Agreement

       

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

       

      The
        following definitions are added to
        Section 1 of the Mortgage Loan Sale and Servicing Agreement:

       

      The
        Assignee: Wells Fargo Bank,
        National
        Association, as trustee for the holders of Bear Stearns Asset Backed Securities
        I Trust 2007-AC6, Asset-Backed Certificates, Series
        2007-AC6.

       

      REMIC:
        A “real estate mortgage investment
        conduit” as 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 related provisions and regulations promulgated thereunder, as the
        foregoing may be in effect from time to time.

       

      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; provided, that following a downgrade, withdrawal,
        or
        suspension of such institution's rating  as set forth above, each
        account shall promptly (and in any case within not more than 30 calendar
        days)
        be moved to one or more segregated trust accounts in the trust department
        of
        such institution, or to an account at another institution that complies with
        the
        above requirements, or (ii) 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 (iii) any other account
        acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts
        may bear interest, and may include, if otherwise qualified under this
        definition, accounts maintained with the Trustee. Notwithstanding
        Section 25, this
        Agreement may be amended to reduce the rating requirements in clause (i)
        above,
        without the consent of any of the holders of the securities, provided that
        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.

       

      Master
        Servicer: EMC Mortgage
        Corporation, or its successors in
        interest who meet
        the qualifications of the Pooling and Servicing Agreement and this
        Agreement.

       

      Nonrecoverable
        Advance: Any
        advance previously made by the
Servicer
        pursuant to Section 11.17
        or any Servicing Advance
        which, in the good faith judgment of
        the Servicer,
        may not be ultimately recoverable by
        the Servicer
        from Liquidation Proceeds or otherwise.  The
        determination by the
Servicer that
        it has made a
        Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the
Servicer
        delivered to the Purchaser and
        the Master Servicer and detailing the reasons
        for such
        determination

       

      Pooling
        and Servicing
        Agreement:  That certain pooling
        and
        servicing agreement, dated as of September 1, 2007, among BSABS I, the Trustee,
        EMC Mortgage Corporation, as the master servicer, the seller and the
        company.

       

      Prepayment
        Penalty:  With respect to
        any
        Mortgage Loan, the charges or premiums, if any, due in connection with a
        full or
        partial prepayment of such Mortgage Loan in accordance with the terms
        thereof.

       

      Trustee:  Wells
        Fargo Bank, National
        Association, or its successor in interest, or any successor trustee appointed
        as
        provided in the Pooling and Servicing Agreement.

       

      Written
        Consent
        Request: A written
        request by the Servicer to the Master Servicer, requesting direction or approval
        with respect to an action by the Servicer, which request shall include
        sufficient information to allow the Master Servicer to make a decision and/or
        provide the requested direction to the Servicer.

       

      The
        definition of Business Day in
        Section 1 of the Mortgage Loan Sale
        and Servicing
        Agreement is deleted in its
        entirety and replaced with the following definition:

       

      Business
        Day:  Any day other than
        a
        Saturday or Sunday, or a day on which banking and savings and loan institutions
        in the States of New York, California, Virginia,
Maryland
        or Minnesota
        are authorized or obligated by law or
        executive order to be closed.

       

      The
        definition of Principal Prepayment in Section 1 of the Mortgage Loan Sale
        and
        Servicing Agreement is deleted in its entirety and replaced with the
        following:

       

      Principal
        Prepayment: Any
        payment or other recovery of
        principal on a Mortgage Loan which is received in advance of its scheduled
        Due
        Date that 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.

       

      The
        definition of Remittance Date in Section 1 of the Mortgage Loan Sale and
        Servicing Agreement is deleted in its entirety and replaced with the
        following:

       

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

       

      The
        definition of Servicing Fee Rate in Section 1 of the Mortgage Loan Sale and
        Servicing Agreement is deleted in its entirety and replaced with the
        following:

       

      Servicing
        Fee Rate: A per annum rate equal to 0.250%.

       

      Section
        11.01 of the Mortgage Loan Sale and Servicing Agreement is hereby amended
        by
        changing the first sentence of the fifth paragraph to the
        following:

       

      Consistent
        with and in addition to the
        terms set forth in this Agreement, if a Mortgage Loan is in default or such
        default is reasonably foreseeable, the Servicer may waive, modify or vary
        any
        term of any Mortgage Loan or consent to the postponement of strict compliance
        with any such term or in any manner grant indulgence to any Mortgagor, including
        without limitation, to (1) capitalize any amounts owing on the Mortgage Loan
        by
        adding such amount to the outstanding principal balance of the 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 Mortgage Loan, (4) amend
        the
        related Mortgage Note to reduce the related Mortgage Interest Rate
        with respect to any Mortgage Loan,
        (5) convert the Mortgage Interest Rate
        on any Mortgage Loan from a fixed
        rate to an adjustable rate or vice versa, (6) with respect to a mortgage
        loan
        with an initial fixed rate period followed by an adjustable rate period,
        extend
        the fixed period and reduce the adjustable rate period, and/or (7) forgive
        the
        amount of any interest, principal or servicing advances owed by the related
        Mortgagor; provided that, in the Servicer's reasonable and prudent
        determination, such waiver, modification, postponement or indulgence: (A)
        is not
        materially adverse to the interests of the Purchaser
        using reasonable assumptions (including
        taking into account any estimated Realized Loss that might result absent
        such
        action); and (B) does not amend the related Mortgage Note to extend the maturity
        thereof later than the date of the final maturity
date
        (as such term is defined in the
        related pooling and servicing agreement); [provided,
        further, with respect to any
        Mortgage Loan that is not in default or if default is not reasonably
        foreseeable, unless the Servicer has provided to the Purchaser a
        certification addressed to
        the Purchaser,
        based on the advice of counsel or
        certified public accountants that have a national reputation with respect
        to
        taxation of REMICs that a modification of such Mortgage Loan will not result
        in
        the imposition of taxes on or disqualify from REMIC status
        any of
the REMICs and has
        obtained
        the prior written consent of the Purchaser,
        the Servicer shall not permit any
        modification with respect
        to any Mortgage Loan.  Notwithstanding the
foregoing,
        for any waiver, modification,
        postponement or
        indulgence (not including any partial releases, assumptions of mortgages
        or
        modifications of any Mortgage Loan that is done in connection with compliance
        with the Servicemembers
        Civil Relief Act)
which
the
        Servicer reasonably anticipates
may result in a realized
        loss of 20% or more of the outstanding principal balance of a Mortgage Loan,
        the
        Servicer shall make a
        Written Consent Request prior to making any waiver,
modification,
postponement
        or indulgence, together with any supporting
        documentation, to the Master Servicer for consideration and approval, and the Master Servicer
        shall provide
        written notice to the Servicer of its approval of, or objection to, such
        waiver,
        modification, postponement or indulgence within two (2) Business Days of
        its
        receipt of the Written Consent Request.  In the event the Master
        Servicer provides no response to the Written Consent Request within such
        timeframe, the Servicer shall take such action as it may deem appropriate,
        consistent with the terms of this Agreement and with Accepted Servicing
        Practices.  The Servicer shall make a Written Consent Request prior to
        making any waiver, modification or variance of the terms of any Mortgage
        Loan
        with respect to partial releases, assumptions of mortgages or for modifications
        done in furtherance of compliance with the Servicemembers Civil
Relief
        Act, together with any
        supporting
        documentation, to the Master Servicer for consideration and approval and
        the
        Master Servicer shall provide written notice to the Servicer of its approval
        of,
        or objection to, such waiver, modification, postponement or indulgence within
        two (2) Business Days of its receipt of the Written Consent Request.  In the event the Master
        Servicer provides no response to the Written Consent Request within such
        timeframe, the Servicer shall take such action as it may deem appropriate,
        consistent with the terms of this Agreement and with Accepted Servicing
        Practices.]

       

      The
        following are added as the last
        three paragraphs of Subsection 11.01 of the Mortgage Loan Sale
        and Servicing
        Agreement:

       

      “Notwithstanding
        anything in this
        Agreement to the contrary, the Servicer (a) shall not permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Interest
        Rate
        and (b) shall not (unless the Mortgagor is in default with respect to the
        Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
        foreseeable) make or permit any modification, waiver or amendment of any
        term of
        any 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 which is not contemplated under the terms of this
        Agreement, the Servicer will obtain an Opinion of Counsel acceptable to the
        Trustee with respect to whether such action could result in the imposition
        of a
        tax upon any REMIC (including but not limited to the tax on prohibited
        transactions as defined in Section 860F(a)(2) of the Code and the tax on
        contributions to a REMIC set forth in Section 860G(d) of the Code) (either
        such
        event, an “Adverse REMIC Event”), and the Servicer shall not take any such
        action or cause the Trust Fund to take any such action as to which it has
        been
        advised that an Adverse REMIC Event could occur.

       

      The
        Servicer shall not permit the
        creation of any “interests” (within the meaning of Section 860G of the Code) in
        any REMIC. The Servicer 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.”

       

      [Section
        11.02 of the Mortgage Loan Sale and Servicing Agreement is hereby amended
        by
        deleting the last sentence of the first paragraph in its entirety and replacing
        it with the following:

       

      “If
        the portion of any
        Liquidation Proceeds allocable as a recovery of interest on any Mortgage
        Loan is
        less than the full amount of accrued and unpaid interest on such Mortgage
        Loan
        as of the date such proceeds are received, then the applicable Servicing
        Fees
        with respect to such Mortgage Loan shall be paid first and any amounts remaining
        thereafter shall be distributed to the Purchaser; provided, however that
        prior
        to being reimbursed for such Servicing Fees, the Servicer shall remit such
        Servicing Fees and follow the procedures set forth in this
        Section.”]

       

      [Section
        11.02 of the Mortgage Loan Sale and Servicing Agreement is hereby amended
        by
        adding the following paragraph to the end of the section:

       

      Not
        later than 2:00 p.m. Central
        Standard Time on each Remittance Date, the Servicer shall remit to the Master
        Servicer all Liquidation Proceeds and Insurance Proceeds, along with any
        Servicing Advances and P&I Advances, such that the sum of the foregoing at
        least equals in the aggregate the outstanding Stated Principal Balance of
        the
        related Mortgage Loans.  The Master Servicer
        shall fully
        reimburse the Servicer for Servicing Advances and P&I Advances related to
        Liquidation Proceeds on the Remittance Date after such Servicing Advances
        and
        P&I Advances are approved; provided, however, the Servicer must provide
        documentation in the form of Exhibit 10 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 Servicer no
        later
        than thirty (30) days after receipt of such claim; provided, however, such
        claim
        must be complete with all supporting documentation.  The Servicer’s
        obligation to make such Servicing Advances and P&I Advances as to any
        Mortgage Loan shall continue through the final liquidation of the Mortgaged
        Property, unless the Servicer deems such advance nonrecoverable and submits
        an
        Officer’s Certificate in accordance with Section 11.17.]

       

      The
        following is added to the end of the
        first paragraph of Section 11.04 of the Mortgage Loan Sale and Servicing
        Agreement:

       

      “Each
        Custodial Account shall be an
        Eligible Account.”

       

      [Section
        11.05(d) of the Mortgage Loan Sale and Servicing Agreement is hereby amended
        by
        deleting it in its entirety and replacing it with the following:

       

      (d)           to
        reimburse itself for unreimbursed
        Servicing Advances and for unreimbursed P&I Advances, to the extent that
        such amounts are nonrecoverable (as certified by the Servicer to the Purchaser
        in an Officer’s Certificate) by the Servicer pursuant to subclause (b) or
        (c) above, upon prior approval from the Master Servicer, provided that the
        Mortgage Loan for which such advances were made is not required to be
        repurchased by a Seller pursuant to Subsection 7.03; further
        provided, the Master Servicer shall provide such approval or denial to the
        Servicer no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting
        documentation.]

       

      [The
        following is added as the last paragraph of Section 11.05:

       

      “Notwithstanding
        the foregoing, the
        Servicer’s right to reimbursement pursuant to clauses (b), (c) and (d) above
        shall be subject to the prior approval of the Master Servicer.  The
        Master Servicer shall provide such approval or denial to the Servicer no
        later
        than thirty (30) days after receipt of such claim; provided, however, the
        Servicer must submit such claim with all supporting documentation in order
        for
        the Master Servicer to approve or deny such claim within such time
        period.  Pending such approval, such funds shall be remitted by the
        Servicer to the Master Servicer to the extent such funds, in addition to
        any
        Servicing Advances and Advances, constitute an amount equal to the outstanding
        Stated Principal Balance of the related Mortgage Loan plus any accrued interest
        due and owing on such Mortgage Loan.”]

       

      The
        following is added to the end of the
        first paragraph of Section 11.06 of the Mortgage Loan Sale and Servicing
        Agreement:

       

      “Each
        Escrow Account shall be an
        Eligible Account.”

       

      The
        following is added as paragraph (d)
        of Subsection 11.13 of the Mortgage Loan Sale and Servicing
        Agreement:

       

      “Any
        REO Property shall be disposed of
        by the Servicer before the close of the third taxable year following the
        taxable
        year in which the Mortgage Loan became an REO Property, unless the Servicer
        is
        otherwise directed by the Assignee.”

       

      The
        first sentence of Section 11.15 of
        the Mortgage Loan Sale and Servicing Agreement is hereby amended by replacing
        the word “On” with the following:

       

      “Not
        later than 2:00 p.m. Central
        Standard Time on”

       

      The
        following is added as the second
        paragraph of Subsection 11.14 of the Mortgage Loan Sale
        and Servicing
Agreement:

       

      “The
        Servicer shall not waive (or permit
        a subservicer to waive) any Prepayment Penalty unless: (i) the enforceability
        thereof shall have been limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally,
        (ii) the enforcement thereof is illegal, or any local, state or federal agency
        has threatened legal action if the Prepayment Penalty is enforced, (iii)
        the
        mortgage debt has been accelerated in connection with a foreclosure or other
        involuntary payment or (iv) such waiver is standard and customary in servicing
        similar Mortgage Loans and relates to a default or a reasonably foreseeable
        default and would, in the reasonable judgment of the Servicer, maximize recovery
        of total proceeds taking into account the value of such Prepayment Penalty
        and
        the related Mortgage Loan.  In no event will the Servicer waive a
        Prepayment Penalty in connection with a refinancing of a Mortgage Loan that
        is
        not related to a default or a reasonably foreseeable default.  If a
        Prepayment Penalty is waived, but does not meet the standards described above,
        then the Servicer is required to pay the amount of such waived Prepayment
        Penalty by depositing such amount into the Custodial Account by the immediately
        succeeding Remittance Date.”

       

      Section
        11 of the Mortgage Loan Sale and Servicing Agreement is hereby amended by
        deleting Section 11.16 in its entirety and replacing it with the
        following:

       

      Section
        11.16   
Statements to the
        Purchaser.

       

      The
Servicer
shall
        furnish to Purchaser an individual
        loan accounting report, as of the last Business Day of each month, in the
        Servicer'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 Servicer, 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 11.04);

       

      (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 Servicer 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 Servicer in accordance with Section 11.04(i) 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 P&I Advances made
        by the Servicer during the prior distribution period;

       

      (xiii)          with
        respect to each Mortgage Loan, a
        description of any Servicing Advances made by the Servicer 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 Servicer 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 P&I Advances, Servicing Advances and Nonrecoverable
        Advances reimbursed to the Servicer with respect to such Mortgage Loan during
        the prior distribution period pursuant to Section 11.05, and the source of
        funds
        for such reimbursement, and the aggregate amount of any P&I Advances,
        Servicing Advances and Nonrecoverable Advances reimbursed to the Servicer
        for
        all Mortgage Loans during the prior distribution period pursuant to Section
        11.05;

       

      (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 7.01 or Section 7.02 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
        Servicer and the Stated Principal Balance of any Mortgage Loan that has been
        replaced by a substitute Mortgage Loan in accordance with Section 7.04
        herein;

       

      (xix)           with
        respect to each Mortgage Loan, the
        Stated Principal Balance of any Mortgage Loan that has been repurchased by
        the
        Servicer in accordance with Section 7.04 herein.

       

      [The
        Servicer shall also provide a
        monthly report in the form of Exhibit 8, with respect to remittances, Exhibit
        10, with respect to realized losses and gains, Exhibit 9, with respect to
        defaulted mortgage loans, Exhibit 11, with respect to modified mortgage loans
        and Exhibit 12, with respect to claims submitted, with each such
        report.]

       

      Section
        11 of the Mortgage Loan Sale and Servicing Agreement is hereby amended by
        deleting Sections 11.20 and 11.21 in their entirety.

       

      


       

      The
        following shall be added as Section
        11.26 of the Mortgage Loan
Sale
        and Servicing
        Agreement:

       

      Section
        11.26  Fair Credit Reporting
        Act.

       

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

       

      The
        first paragraph of Section 19 of the
        of the Mortgage Loan Sale and Servicing 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.

       

      The
        following is added as Section 32 of
        the Mortgage Loan Sale and Servicing Agreement:

       

      SECTION
        32.  Third Party
        Beneficiary.

       

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

       

      Section
        2.03(e) of the Reg AB Addendum
        is hereby amended by changing the
        reference in Section 2.03(e) of the Reg AB Addendum
        from “15 calendar days” to “30 calendar
        days.”

       

      Section
        2.04 of Reg AB Addendum 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 a statement of compliance pursuant
        to this
        Section 2.04 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.

       

      


       

      Section
        2.05 of Reg AB Addendum 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 2.05 or to the related section of such other applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation.

       

      Section
        2.07(b)(ii) of Reg AB Addendum
        is hereby amended by deleting “, which continues unremedied for ten calendar
        days after the date on which such information, report, certification or
        accountants’ letter was required to be delivered” after “within the meaning of
        Item 1122 of Regulation AB.”

       

      The
        Mortgage Loan Sale and Servicing Agreement is hereby amended as of the date
        hereof by deleting Exhibit 5 in its entirety and inserting [Reserved] in
        its
        place.

       

      The
        Mortgage Loan Sale and Servicing Agreement is hereby amended as of the date
        hereof by inserting a new Exhibit 8 to the Mortgage Loan Sale and Servicing
        Agreement, a copy of which is annexed hereto as Exhibit C.

       

      The
        Mortgage Loan Sale and Servicing Agreement is hereby amended as of the date
        hereof by inserting a new Exhibit 9 to the Purchase Agreement, a copy of
        which
        is annexed hereto as Exhibit D.

       

      The
        Mortgage Loan Sale and Servicing Agreement is hereby amended as of the date
        hereof by inserting a new Exhibit 10 to the Mortgage Loan Sale and Servicing
        Agreement, a copy of which is annexed hereto as Exhibit E.

       

      [The
        Mortgage Loan Sale and Servicing Agreement is hereby amended as of the date
        hereof by inserting a new Exhibit 11 to the Mortgage Loan Sale and Servicing
        Agreement, a copy of which is annexed hereto as Exhibit F.]

       

      [The
        Mortgage Loan Sale and Servicing
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        12
        to the Mortgage Loan Sale and Servicing Agreement, a copy of which is annexed
        hereto as Exhibit G.]

       

      Miscellaneous

       

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

       

      a.  In
        the
        case of Company,

       

      Bank
        of America,
National
        Association

      201
        North Tryon
        Street

      Charlotte,
North
        Carolina 28255

      Attention:
        Secondary Marketing
        Manager

       

      b.  In
        the
        case of 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, New York 10179

      Attention:
        Global Credit
        Administration

      Facsimile:
        (212)
        272-6564

      


      c.  In
        the
        case of the Assignee,

       

      Wells
        Fargo Bank, National
        Association,

      as
        Trustee

      9062
        Old Annapolis
        Road

      Columbia,
        Maryland
        21045

      Attention:
        Client Manager BSABS I
        2007-AC6

      Telecopier
        No.: (410)
        715-2380

       

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

       

      12.  This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

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

       

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

       

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

       

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

       

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

       

      18.  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 September 1, 2007, among BSABS
        I,
        the Assignee, the Master Servicer and the Assignor and that the Master Servicer
        has the right to enforce all obligations of the Company under the Mortgage
        Loan
        Sale and Servicing Agreement with respect to the servicing of the Assigned
        Loans.  Such right will include, without limitation, the right to
        terminate the Company under the Mortgage Loan Sale and Servicing Agreement
        as
        provided therein, the right to receive all remittances required to be made
        by
        the Company under the Mortgage Loan Sale and Servicing Agreement, the right
        to
        receive all monthly reports and other data required to be delivered by the
        Company under the Mortgage Loan Sale and Servicing Agreement, the right to
        examine the books and records of the Company, indemnification rights, and
        the
        right to exercise certain rights of consent and approval relating to actions
        taken by the Company.  In connection with the aforementioned rights,
        the Company hereby agrees that all remittances required to be made pursuant
        to
        the Mortgage Loan Sale and Servicing Agreement shall be received no later
        than
        2:00 p.m. Central Standard Time. The Company shall make all distributions
        under
        the Mortgage Loan Sale and Servicing Agreement to the Master Servicer by
        wire
        transfer of immediately available funds 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 September 1, 2007 Remit for Bank of America, National
        Association

      Attention:
        LSBO
        Group-MS

       

      and
        the Company shall deliver all
        reports required to be delievered under the Mortgage Loan Sale
        and Servicing
        Agreement to the Assignee at the address set forth in Section 10 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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

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

       

      EMC
        MORTGAGE CORPORATION,

      as
        the Assignor and Master
        Servicer

       

      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-AC6, Asset-Backed Certificates,
        Series
        2007-AC6,

      as
the
Assignee

      


      By:                                                                

      Name:

      Title:

       

      BANK
        OF AMERICA,
NATIONAL
        ASSOCIATION,

      as
Company

       

      By:                                                                

      Name:

      Title:

       

      ACKNOWLEDGED:

      BEAR
        STEARNS ASSET BACKED SECURITIES
        LLC

       

      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
        8 to the Second Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement

       

      REMITTANCE
        OVERVIEW REPORT

      


      
        	
                 

              	
                 

              	
                 

              
	
                FIELD

              	
                FIELD

              	
                FIELD

              
	
                #

              	
                NAME

              	
                DEFINITION

              


      

      


      
        	
                Current
                  Monthly Remit File
                  reported by Investor Services to Master Servicers &
                  Investors:

              


      

      


      
        	
                1

              	
                S50YDATE

              	
                Cutoff
                  Date

              
	
                2

              	
                CLIENT

              	
                Servicer
                  Client
                  Number

              
	
                3

              	
                INVNUM

              	
                Servicer
                  Investor
                  Number

              
	
                4

              	
                CATNUM

              	
                Servicer
                  Category
                  Number

              
	
                5

              	
                POOLNUM

              	
                Pool
                  Number

              
	
                6

              	
                LOANNUMBER

              	
                Servicer
                  Loan
                  Number

              
	
                7

              	
                INVLNNO

              	
                Investor
                  Loan
                  Number

              
	
                8

              	
                SCHPRIN

              	
                Scheduled
                  Principal
                  Payment

              
	
                9

              	
                SCHNETINT

              	
                Scheduled
                  Net Interest
                  Amount

              
	
                10

              	
                CURTDATE

              	
                Curtailment
                  Date

              
	
                11

              	
                CURTCOL

              	
                Total
                  Curtailment
                  Amount

              
	
                12

              	
                CURTADJ

              	
                Total
                  Curtailment Int Adjustment
                  Amount

              
	
                13

              	
                CURTREMIT

              	
                Total
                  Curtailment Remittance
                  Amount

              
	
                14

              	
                INTRATE

              	
                Interest
                  Rate

              
	
                15

              	
                SFRATE

              	
                Service
                  Fee
                  Rate

              
	
                16

              	
                YIELD

              	
                Pass
                  Through
                  Rate

              
	
                17

              	
                PANDI

              	
                Principal
                  and Interest
                  Payment

              
	
                18

              	
                BEGSCHPB

              	
                Beginning
                  Scheduled
                  Balance

              
	
                19

              	
                ENDSCHPB

              	
                Ending
                  Scheduled
                  Balance

              
	
                20

              	
                BEGPB

              	
                Beginning
                  Principal
                  Balance

              
	
                21

              	
                ENDPB

              	
                Ending
                  Principal
                  Balance

              
	
                22

              	
                DUEDATE

              	
                Due
                  Date

              
	
                23

              	
                PRINCOL

              	
                Principal
                  Collected

              
	
                24

              	
                INTCOL

              	
                Interest
                  Collected

              
	
                25

              	
                SFCOL

              	
                Service
                  Fee
                  Collected

              
	
                26

              	
                BUYDOWN

              	
                Buydown
                  Amount

              
	
                27

              	
                SCHREMIT

              	
                Schedule
                  Principal and Net
                  Interest Remittance Amount

              
	
                28

              	
                TYPE

              	
                Populated
                  if "ARM"
                  loan

              
	
                29

              	
                PIFDATEPAID

              	
                Payoff
                  Date

              
	
                30

              	
                PIFPRINPAID

              	
                Payoff
                  Principal
                  Paid

              
	
                31

              	
                PIFNETINTPAID

              	
                Payoff
                  Net Interest
                  Paid

              
	
                32

              	
                PIFPENALTYINTPAID

              	
                Payoff
                  Prepayment Penalty
                  Paid

              
	
                33

              	
                PIFREMIT

              	
                Total
                  Payoff Remittance
                  Amount

              
	
                34

              	
                PENDING

              	
                Pending
                  Transfer
                  Flag

              
	
                35

              	
                MESSAGE

              	
                Messages

              
	
                36

              	
                SORTABLELOANNUMBER

              	
                Loan
                  Number

              
	
                37

              	
                NOTES

              	
                Loan
                  Notes from
                  Reporter

              
	
                38

              	
                PRINDIFF

              	
                Loan
                  Sale
                  Difference

              
	
                39

              	
                PRINADJ

              	
                Loan
                  Sale Difference Interest
                  Adjustment

              


      

      


      
        	
                Additional
                  Fields to be added as a
                  result of REG AB (per
                  CTS):

              


      

      


      
        	
                40

              	
                SSCRAREMIT

              	
                Soldiers
                  and Sailors Remittance
                  Amount

              
	
                41

              	
                CLAIMSREMIT

              	
                Claims
                  Remittance
                  Amount

              
	
                42

              	
                MISCREMIT

              	
                Miscellaneous
                  Remittance
                  Amount

              
	
                43

              	
                TOTALREMIT

              	
                Total
                  Remittance
                  Amount

              
	
                44

              	
                PPPAMOUNT

              	
                Prepayment
                  Penalty Calculated
                  Amount

              
	
                45

              	
                PPPWAIVED

              	
                Prepayment
                  Penalty Waived
                  Amount

              
	
                46

              	
                PPPPAIDBYBORROWER

              	
                Prepayment
                  Penalty Paid by the
                  Borrower

              
	
                47

              	
                PPPPAIDBYSERVICER

              	
                Prepayment
                  Penalty Paid by the
                  Servicer

              
	
                48

              	
                MODEFFDATE

              	
                Modification
                  Effective
                  Date

              
	
                49

              	
                MODTYPE

              	
                Modification
                  Type (See Mod Type
                  tab)

              
	
                50

              	
                ACTIONCODE

              	
                Action
                  Code (See Action Code Tab -
                  Just 63 & 65)

              
	
                51

              	
                ACTUALDUEDATE

              	
                Actual
                  loan due
                  date

              
	
                52

              	
                ACTUALPRINBAL

              	
                Actual
                  Loan Principal
                  Balance

              


      

      


      
        	 	
                Calculation:

              	
                 

              
	 	
                TotalRemit
                  = Remit + PIFRemit +
                  CurtRemit + SSCRARemit + ClaimsRemit +
                  MiscRemit

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        D TO THE AAR

      Exhibit
        9 to the Second Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement

       

      STANDARD
        FILE LAYOUT - DEFAULT DETAIL
        REPORT

       

      
        	
                Servicer
Client
                  ID

              
	
                Servicer
Loan
                  Number

              
	
                MAN

              
	
                Bankrupt_Status

              
	
                Delq_Paymt_Count

              
	
                %
                  of MI Coverage

              
	
                Actual
                  MI Claim Filed Date

              
	
                Actual
                  Bankruptcy Start Date

              
	
                Actual
                  MI Claim Amount Filed

              
	
                Actual
                  Discharge Date

              
	
                Actual
                  Due Date

              
	
                Actual
                  Eviction Complete Date

              
	
                Actual
                  Eviction Start Date

              
	
                Actual
                  First Legal Date

              
	
                Actual
                  Redemption End Date

              
	
                Bankruptcy
                  Chapter

              
	
                Bankruptcy
                  Flag

              
	
                Bankruptcy
                  Case Number

              
	
                MI
                  Claim Amount Paid

              
	
                MI
                  Claim Funds Received Date

              
	
                Current
                  Loan Amount

              
	
                Date
                  FC Sale Scheduled

              
	
                Date
                  Relief_Dismissal Granted

              
	
                Date
                  REO Offer Accepted

              
	
                Date
                  REO Offer Received

              
	
                Delinquency
                  Value

              
	
                Delinquency
                  Value Source

              
	
                Delinquency
                  Value Date

              
	
                Delinquency
                  Flag

              
	
                Foreclosure
                  Flag

              
	
                Corporate
                  Expense Balance

              
	
                Foreclosure
                  Attorney Referral Date

              
	
                Foreclosure
                  valuation amount

              
	
                Foreclosure
                  Valuation Date

              
	
                Foreclosure
                  Valuation Source

              
	
                FHA
                  27011A Transmitted Date

              
	
                FHA
                  27011B Transmitted Date

              
	
                VA
                  LGC_FHA Case Number

              
	
                FHA
                  Part A Funds Received Date

              
	
                Foreclosure
                  Actual Sale Date

              
	
                Servicer
                  Loan Number

              
	
                Loan
                  Type

              
	
                Loss
                  Mit Approval Date

              
	
                Loss
                  Mit  Flag

              
	
                Loss
                  Mit Removal Date

              
	
                Loss
                  Mit Type

              
	
                Loss
                  Mit Value

              
	
                Loss
                  Mit Value Date

              
	
                Loss
                  Mit Value Source

              
	
                MI
                  Certificate Number

              
	
                LPMI
                  Cost

              
	
                Occupancy
                  Status

              
	
                First
                  Time Vacancy_Occupancy Status Date

              
	
                Original
                  Loan Amount

              
	
                Original
                  Value Amount

              
	
                Origination
                  Date

              
	
                FHA
                  Part B Funds Received Date

              
	
                Post
                  Petition Due Date

              
	
                Property
                  Condition

              
	
                Property
                  Type

              
	
                Reason
                  for Default

              
	
                REO
                  Repaired Value

              
	
                REO
                  List Price Adjustment Amount

              
	
                REO
                  List Price Adjustment Date

              
	
                REO
                  Value As Is

              
	
                REO
                  Actual Closing Date

              
	
                REO
                  Flag

              
	
                REO
                  Original List Date

              
	
                REO
                  Original List Price

              
	
                REO
                  Net Sales Proceeds

              
	
                REO
                  Sales Price

              
	
                REO
                  Scheduled Close Date

              
	
                REO
                  Value Date

              
	
                REO
                  Value Source

              
	
                Repay
                  First Due Date

              
	
                Repay
                  Next Due Date

              
	
                Repay
                  plan broken/reinstated/closed date

              
	
                Repay
                  Plan Created Date

              
	
                SBO
                  Loan Number

              
	
                Escrow
                  Balance/advance balance

              
	
                Title
                  approval letter received date

              
	
                Title
                  Package HUD/VA Date

              
	
                VA
                  Claim Funds Received Date

              
	
                VA
                  claim Submitted Date

              
	
                VA
                  First Funds Received Amount

              
	
                VA
                  First Funds Received Date

              
	
                VA
                  NOE Submitted Date

              
	
                Zip
                  Code

              
	
                FNMA
                  Delinquency status code

              
	
                FNMA
                  Delinquency Reason Code

              
	
                Suspense
                  Balance

              
	
                Restricted
                  Escrow Balance

              
	
                Investor
                  Number

              
	
                Acq_Date

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        E TO THE AAR

      Exhibit
        10 to the Second Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement

       

      The
        Servicer shall provide the Master
        Servicer with this Exhibit in the format below or such other format as mutually
        agreed upon between the Servicer 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
        F TO THE
        AAR

      Exhibit
        11 to the Second Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement

       

      MODIFIED
        LOANS
        REPORT]

       

      
        	
                
                  Servicer
                    Loan
                    Number

                

              	
                
                  SBO

                  Number

                

              	
                
                  Modification
                    Date

                

              	
                
                  Modification

                  Reason

                

              	
                
                  New
                    effective Interest Rate
                    Date

                

              	
                
                  New
                    effective Modified Payment
                    amount date

                

              	
                
                  Modification
                    Effective

                  date

                

              	
                
                  Modified

                  Balance

                

              	
                
                  New
                    Effective
                    Modified

                  Interest
                    Rate

                

              	
                
                  New
                    Effective Modified Payment
                    Amount

                

              
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


      

      


       

      
        	
                
                  Modified
                    Maturity
                    Date

                

              	
                
                  Capitalized
                    Interest

                

              	
                
                  New
                    Modified Servicer Service Fee
                    Rate

                

              	
                
                  New
                    Modified

                  Investor
                    Serivce

                  Fee
                    Rate

                

              	
                
                  Fixed
                    Service Fee
                    Rate

                

              	
                
                  Convert
                    to
                    Fixed

                  Rate
                    Loan

                

              	
                
                  Modify
                    to Fixed Rate
                    Characteristics

                

              	
                
                  Total
                    Amount
                    Capitalized

                

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      [EXHIBIT
        G TO THE
        AAR

      Exhibit
        12 to the Second Amended and
        Restated Flow Mortgage Loan Sale and Servicing Agreement

       

      CLAIMS
        SUBMITTED REPORT]

      


      
        	
                
                  Client

                

              	
                
                  Loan

                  Number

                

              	
                
                  Inv_Loan_

                  Number

                

              	
                
                  Mortgagor
                    Name

                

              	
                
                  Inv
                    Id

                

              	
                
                  Inv
                    Name

                

              	
                
                  Claim type

                

              	
                
                  F/C
                    Sale
                    

                  Held

                

              	
                
                  Prop
                    Sold To 3rd
                    Pty

                

              	
                
                  Ratified

                

              	
                
                  Rcv
                    3rd
                    Party Sale
                    $

                

              	
                
                  Eviction
                    Rq To
                    Atty

                

              	
                
                  Tenants
                    Vacated

                

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              


      

      


      


      
        	
                
                  Part
                    A
                    Submit

                

              	
                
                  Partial  Funds

                  Rec’d

                

              	
                
                  Title
                    Pkg To
                    Hud

                

              	
                
                  Title
                    Aprvl

                

              	
                
                  Part
                    B-E

                  Submit

                

              	
                
                  Final
                    Funds Rec’d

                

              	
                
                  Claim
                    To
                    Inv

                

              	
                
                  Remittance
                    Letter

                

              	
                
                  Report
                    Date

                

              	
                
                  Aged
                    Days

                

              	
                
                  Servicer
                    Status

                

              	
                
                  Servicer
                    Comment

                

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              	
                 

                 

              


      

      


      


      
        	
                EMC
                  Claims Pending
                  Payment

              
	
                Total
                  Claims
                  Filed

              	 
	
                 

              	
                0-29

              	 
	
                 

              	
                30-59

              	 
	
                 

              	
                60-89

              	 
	
                 

              	
                90
                  +_

              	 


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        R-2

      


      FORM
        OF GREENPOINT

      ASSIGNMENT
        AGREEMENT

       

       

      EXHIBIT R2

       

       

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of September 19, 2007 (the “Closing Date”), among EMC Mortgage Corporation
        (the “Assignor”), Wells Fargo Bank, National Association, not individually but
        solely as trustee for the holders of the Bear Stearns Asset Backed Securities
        I
        Trust 2007-AC6, Asset-Backed Certificates, Series 2007-AC6 (the “Assignee”) and
        GreenPoint Mortgage Funding, Inc. (the “Company”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor
        from
        the Company and now serviced by Company for Assignor and its successors and
        assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement,
        dated
        as of September 1, 2003, between Assignor and Company, as amended by Amendment
        Number One, dated as of January 1, 2006 (the “Purchase Agreement”) and (b) the
        term sheets dated July 25, 2006 and October 11, 2006 between Assignor and
        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 in the Term Sheets, and
        any
        obligation of the Company to cure, repurchase or substitute for a mortgage
        loan
        and to indemnify the Assignor with respect to a breach of such representations
        and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase
        Agreement and the Assignor is retaining the right to enforce the representations
        and warranties and the obligations of the Company set forth in those sections
        against the Company.  In addition, the Assignor specifically reserves
        and does not assign to the Assignee any right, title and interest in, to
        or
        under Section 2.09 of the Purchase Agreement and 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 Assigned 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 Purchase Agreement or
        otherwise relating to the transaction contemplated herein (including, but
        not
        limited to, any obligation to indemnify the Assignee).

       

      Representations,
        Warranties and Covenants

       

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

       

      (a)  Attached
        hereto as Attachment 2 are true and accurate copies of the Purchase Agreement
        and the Term Sheets, 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)  Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Purchase Agreement as they relate to the Assigned Loans, free and clear
        from
        any and all claims and encumbrances; and upon the transfer of the Assigned
        Loans
        to Assignee as contemplated herein, Assignee shall have good title to each
        and
        every Assigned Loan, as well as any and all of Assignee’s interests, rights and
        obligations under the Purchase Agreement as they relate to the Assigned Loans,
        free and clear of any and all liens, claims and encumbrances;

       

      (c)  There
        are
        no offsets, counterclaims or other defenses available to Company with respect
        to
        the Assigned Loans or the Purchase Agreement;

       

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

       

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

       

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

       

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

       

      (h)  Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto;

       

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

       

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

       

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

       

      (a)  Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns
        Asset Backed Securities I Trust 2007-AC6, Asset-Backed Certificates, Series
        2007-AC6;

       

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

       

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

       

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

       

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

       

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

       

      (a)  Attached
        hereto as Attachment 2 are true and accurate copies of the Purchase Agreement
        and the Term Sheets 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)  Company
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        service the Assigned Loans and otherwise to perform its obligations under
        the
        Purchase Agreement;

       

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

       

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

       

      (e)  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 date of the Term Sheets 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 or in
        the
        Term Sheets 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 material fact necessary to make the
        statements contained therein not misleading; and

       

      (h)  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 Sheets with respect to the Company and the Assigned
        Loans as of the Closing Date.

       

      4. 
          Company
        warrants and represents to, and covenants with, Assignor and Bear Stearns
        Asset
        Backed Securities I LLC (“BSABS I”) as of the date hereof:

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

      


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

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        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,
        Texas 75067-3884

      Attention:  General
        Counsel

      Facsimile:  (214)
        626-4714

      


      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,
        Texas 75067-3884

      Attention:  Michelle
        Viner

      Facsimile:  (214)
        626-4889

      Email:
        mviner@bear.com

      


       

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

       

      Recognition
        of Assignee

      


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

       

      7.  Notwithstanding
        any term hereof to the contrary, 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-AC6 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-AC6.

       

      Company
        shall indemnify and hold harmless the Assignor, each affiliate of the Assignor,
        BSABS I, the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each
        affiliate of the Underwriter, each Person (including , but not limited to,
        the
        Master Servicer) responsible for the preparation, execution or filing of
        any
        report required to be filed with the Commission, or for execution of a
        certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
        Act, each Person who controls the Assignor, BSABS I, the Assignee or the
        Underwriter (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act); and the respective present and former directors,
        officers, employees, agents and affiliates of each of the foregoing (each,
        an
“Indemnified Party”), and shall hold each of them harmless from and against any
        losses, claims, 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 written information, written report, certification, data,
                  accountants’ letter or other material provided under Section 11.18 of the
                  Purchase Agreement by or on behalf of the Assignor, or provided
                  under
                  Section 11.18 of the Purchase Agreement by or on behalf of any
                  Subservicer, Subcontractor or Third-Party Originator (collectively,
                  the
                  “Company Information”), or (B) the omission or alleged omission to state
                  in the Company Information a material fact required to be stated
                  in the
                  Company Information or necessary in order to make the statements
                  therein,
                  in the light of the circumstances under which they were made, not
                  misleading; provided, by way of clarification, that clause (B) of
                  this paragraph shall be construed solely by reference to the Company
                  Information and not to any other information communicated in connection
                  with a sale or purchase of securities, without regard to whether
                  the
                  Company Information or any portion thereof is presented together
                  with or
                  separately from such other
                  information;

              


      

       

      
        	
                (ii)  

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

              


      

       

      
        	
                (iii)  

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

              


      

       

      
        	
                (iv)  

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

              


      

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Company agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Company on the other.

       

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

       

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

       

      Modification
        of Purchase Agreement

       

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

       

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

       

      Assignee:
        Wells Fargo Bank, National Association, as trustee for the holders of the
        Bear
        Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed Certificates,
        Series 2007-AC6.

       

      BSABS
        I: Bear Stearns Asset Backed Securities I LLC.

       

      Pooling
        and Servicing Agreement: That certain pooling and servicing agreement, dated
        as of September 1, 2007, among BSABS I, the Trustee, EMC Mortgage Corporation,
        as the master servicer, the seller and the company.

       

      Trustee:
        Wells Fargo Bank, National Association, or its successor in interest, or
        any
        successor trustee appointed as provided in the Pooling and Servicing
        Agreement.

       

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

       

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

       

      (c)  The
        definition of Eligible Account 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 at the time any amounts
        are
        held on deposit therein (a) not less than A-2 in its short-term rating category
        (or not less than BBB+ in its long-term rating category if it has no short-term
        rating) by S&P and (b) not less than Aa3 in its long term rating category or
        not less than P-1 in its short term rating category by Moody's; provided,
        that
        following a downgrade, withdrawal, or suspension of such institution's
        rating  as set forth above, each account shall promptly (and in any
        case within not more than 30 calendar days) be moved to one or more segregated
        trust accounts in the trust department of such institution, or to an account
        at
        another institution that complies with the above requirements, or (ii) 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
        (iii)
        any other account acceptable to the Rating Agencies, as evidenced in writing.
        Eligible Accounts may bear interest, and may include, if otherwise qualified
        under this definition, accounts maintained with the
        Trustee.  Notwithstanding Section 11.02, this Agreement may be amended
        to reduce the rating requirements in clause (i) above, without the consent
        of
        any of the holders of the securities, provided that 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.

       

      (d)  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%.

       

      (e)  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 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.

       

      (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 and in addition to the terms set forth in this Agreement and the
        related Term Sheets, if a Mortgage Loan is in default or such default is
        reasonably foreseeable, the Company may waive, modify or vary any term of
        any
        Mortgage Loan or consent to the postponement of strict compliance with any
        such
        term or in any manner grant indulgence to any Mortgagor, including without
        limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
        such amount to the outstanding principal balance of the 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 Mortgage Loan, (4) amend the related
        Mortgage Note to reduce the related Mortgage Interest Rate with respect to
        any
        Mortgage Loan, (5) convert the Mortgage Interest Rate on any Mortgage Loan
        from
        a fixed rate to an adjustable rate or vice versa, (6) with respect to a Mortgage
        Loan with an initial fixed rate period followed by an adjustable rate period,
        extend the fixed period and reduce the adjustable rate period, and/or (7)
        forgive the amount of any interest, principal or servicing advances owed by
        the related Mortgagor; provided that, in the Company's reasonable and
        prudent determination, such waiver, modification, postponement or indulgence:
        (A) is not materially adverse to the interests of the Purchaser on a
        present value basis using reasonable assumptions (including taking into account
        any estimated Realized Loss that might result absent such action); and (B)
        does
        not amend the related Mortgage Note to extend the maturity thereof later
        than
        the date of the Latest Possible Maturity Date (as such term is defined in
        the
        related pooling and servicing agreement); provided, further, with respect
        to any
        Mortgage Loan that is not in default or if default is not reasonably
        foreseeable, unless the Company has provided to the Purchaser a
        certification addressed to the Purchaser, based on the advice of counsel or
        certified public accountants that have a national reputation with respect
        to
        taxation of REMICs that a modification of such Mortgage Loan will not result
        in
        the imposition of taxes on or disqualify from REMIC status any of the REMICs
        and
        has obtained the prior written consent of the Purchaser, the Company shall
        not permit any modification with respect to any Mortgage
        Loan.  Notwithstanding the foregoing, for any waiver, modification,
        postponement or indulgence (not including any partial releases, assumptions
        of
        mortgages or modifications of any Mortgage Loan that is done in connection
        with
        compliance with the Relief Act) which the Company reasonably anticipates
        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 waiver, modification,
        postponement or indulgence, together with any supporting documentation, to
        the
        Master Servicer for consideration and approval.  The Company shall
        submit all waivers, modifications or variances of the terms of any Mortgage
        Loan
        with respect to partial releases, assumptions of mortgages or for modifications
        done in furtherance of compliance with the Servicemembers Civil Relief Act,
        together with any supporting documentation, to the Master Servicer for
        consideration and approval.

       

      (h)  Section
        4.03 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section:

       

      Not
        later
        than 2:00 p.m. Central Standard Time on each Remittance Date, the Company
        shall
        remit to the Master Servicer all Liquidation Proceeds and Insurance Proceeds,
        along with any Servicing Advances and Advances, such that the sum of the
        foregoing at least equals in the aggregate the outstanding Stated Principal
        Balance of the related Mortgage Loans. 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 V 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 and all required 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)  Sections
        4.05(vi), 4.05(vii) and 4.05(vi) are hereby renumbered as Sections 4.05(vi),
        4.05(vii) and 4.05(viii), and the following is added as Section
        4.05(ix):

       

      “(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.”

       

      (j)  The
        following is added as the last paragraph of Section 4.05:

       

      “Notwithstanding
        the foregoing, the Company’s right to reimbursement pursuant to clauses (ii),
        (iii) and (ix) 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 must submit such claim with all supporting
        documentation in order for the Master Servicer to approve or deny such claim
        within such time period.  Pending such approval, such funds shall be
        remitted by the Company to the Master Servicer to the extent such funds,
        in
        addition to any Servicing Advances and Advances, constitute an amount equal
        to
        the outstanding Stated Principal Balance of the related Mortgage Loan plus
        any
        accrued interest due and owing on such Mortgage Loan.”


       

      (k)  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.”

       

      (l)  The
        following is added as Section 4.13A of the Purchase Agreement:

       

      Section
        4.13A REMIC Administration of REO Property.

       

      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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 or, at the expense
        of
        the Bear Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed
        Certificates, Series 2007-AC6, 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) to the effect that the holding by the Bear Stearns
        Asset
        Backed Securities I Trust 2007-AC6, Asset-Backed Certificates, Series 2007-AC6
        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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 with respect to the imposition of any such taxes.

       

      (m)  The
        first
        sentence of Section 5.01 of the Purchase Agreement is hereby amended by
        replacing the word “On” with the following:

       

      “Not
        later than 2:00 p.m. Central Standard Time on”

       

      (n)  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.

       

      (o)  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 Q and
Exhibit R, with respect to remittances, Exhibit J, with respect to
        realized losses and gains, Exhibit S and Exhibit T, with respect
        to defaulted mortgage loans, Exhibit U, with respect to modified mortgage
        loans, Exhibit V, with respect to claims submitted and Exhibit W,
        with respect to loss severity, with each such report.

       

      (p)  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 Company 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.

       

      (q)  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 Company 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 6.05 or to the related section of such other applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation.

       

      (r)  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.

       

      (s)  The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        E
        in its entirety and inserting a new Exhibit E as follows: EXHIBIT E
        [RESERVED].

       

      (t)  The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        F
        in its entirety and inserting a new Exhibit F as follows: EXHIBIT F
        [RESERVED].

       

      (u)  The
        Purchase Agreement is hereby amended as of the date hereof by deleting Exhibit
        P
        in its entirety and inserting a new Exhibit P as follows: EXHIBIT P
        [RESERVED].

       

      (v)  The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit J to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 1.

       

      (w)  The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit Q to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 2.

       

      (x)  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 3.

       

      (y)  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 4.

       

      (z)  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 5.

       

      (aa)  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 6.

       

      (bb)  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 7.

       

      (cc)  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 8.

       

      (dd)  Exhibit
        O
        to the Purchase Agreement is hereby amended as of the date hereof by deleting
        in
        its entirety and inserting a new Exhibit O to the Purchase Agreement, a copy
        of
        which is annexed hereto as Exhibit 9.

       

      Miscellaneous

       

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

       

      
        	
                (a)  

              	
                In
                  the case of Company:

              


      

      
        	
                 

              	
                GreenPoint
                  Mortgage Funding, Inc.

              


      

      
        	
                 

              	
                100
                  Wood Hollow Drive

              


      

      
        	
                 

              	
                Novato,
                  California 94945

              


      

      
        	
                 

              	
                Attention:
                  Susan Davia

              


      

       

      
        	
                (b)  

              	
                In
                  the case of Assignor:

              


      

      


      
        	
                 

              	
                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

      New
        York,
        New York 10179

      Attention:
        Robert Durden

      Telecopier
        No.: (212) 272-5591

      


      
        	
                (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-AC6

      Telecopier
        No.: (410) 715-2380

      


      10.  The
        Company hereby acknowledges that EMC Mortgage Corporation (the “Master
        Servicer”) has been appointed as the master servicer of the Assigned Loans
        pursuant to the Pooling and Servicing Agreement, dated as of September 1,
        2007,
        among the Assignor, the Assignee, BSABS I and the Master Servicer, and therefor
        has the right to enforce all obligations of the Company, as they relate to
        the
        Assigned Loans, under the Purchase Agreement.  Such right will
        include, without limitation, the right to terminate the Company under the
        Purchase Agreement upon the occurrence of an event of default thereunder,
        the
        right to receive all remittances required to be made by the Company under
        the
        Purchase Agreement, the right to receive all monthly reports and other data
        required to be delivered by the Company under the Purchase Agreement, the
        right
        to examine the books and records of the Company, indemnification rights,
        and the
        right to exercise certain rights of consent and approval relating to actions
        taken by the Company.  In connection with the aforementioned rights,
        the Company hereby agrees that all remittances required to be made pursuant
        to
        the Purchase Agreement shall be received no later than 2:00 p.m. Central
        Standard Time.  The Company shall make all distributions under the
        Purchase Agreement, as they relate to the Assigned Loans, to the Master Servicer
        by wire transfer of immediately available funds to:

       

      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 September 1, 2007 Remit for GreenPoint Mortgage Funding,
        Inc.

      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 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, 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 Company
        may be merged or consolidated shall, without the requirement for any further
        writing, be deemed Assignor, Assignee or Company, respectively,
        hereunder.

       

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

       

      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 Agreements with respect to the Assigned Loans, the terms of this AAR
        Agreement shall control.

       

      19.  The
        Custodian for this transaction is the following:

       

      Wells
        Fargo Bank, National Association

      as
        Custodian

      1015
        10th Avenue
        Southeast, MS 0031

      Minneapolis,
        MN 55414

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

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

       

      
        	 	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Assignor and Master Servicer

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name:  
	 	 
	 	Title:	 	 
	 	 	 	 


      

      

        	 	
                
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, not individually but solely
                    as Trustee
                    for the Bear Stearns Asset Backed Securities I Trust 2007-AC6,
                    Asset-Backed Certificates, Series 2007-AC6,

                  as
                    Assignee

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name:  
	 	 
	 	Title:	 	 
	 	 	 	 


      

       

      
        	 	
                
                  
                    GREENPOINT
                      MORTGAGE FUNDING, INC.,

                    as
                      Company

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name:  
	 	 
	 	Title:	 	 
	 	 	 	 


      

      

        	 	Acknowledged
                and Agreed:	 
	 	 	 
	 	
                
                  
                    
                      BEAR
                        STEARNS ASSET BACKED

                      SECURITIES
                        I LLC

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name:  
	 	 
	 	Title:	 	 
	 	 	 	 


      

       

                                                                      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      ATTACHMENT
        1

       

      ASSIGNED
        LOAN SCHEDULE

       

      (Available
        upon request)

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      ATTACHMENT
        2


       

      PURCHASE
        AGREEMENT

       

       

      TERM
        SHEETS

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      Exhibit
        1

      EXHIBIT
        J to the Purchase
        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
        2

      EXHIBIT
        Q to the Purchase 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
        3

      EXHIBIT
        R to the Purchase 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
        4

      EXHIBIT
        S to the Purchase 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
        5

      EXHIBIT
        T to the Purchase 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
        6

      EXHIBIT
        U to the Purchase 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
        7

      EXHIBIT
        V to the Purchase 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
        8

      EXHIBIT
        W to the Purchase Agreement

      


      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
        9

      EXHIBIT
        O to the Purchase Agreement

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


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

      


      
        	
                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.

              	 
	
                 

              	
                 

              	
                 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        R-3

      


      FORM
        OF MID AMERICA

      ASSIGNMENT
        AGREEMENT

      EXHIBIT
        R3

       

       

      


       

       

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of September 19, 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-AC6, Asset-Backed
        Certificates, Series 2007-AC6 (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 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”) 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-AC6, Asset-Backed Certificates, Series
        2007-AC6;

       

      (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:  (214)
        626-4714

       

      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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 or, at the expense
        of
        the Bear Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed
        Certificates, Series 2007-AC6, 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series
        2007-AC6.

       

      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 Eligible Account 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; provided,
        that following a downgrade, withdrawal, or suspension of such institution's
        rating  as set forth above, each account shall promptly (and in any
        case within not more than 30 calendar days) be moved to one or more segregated
        trust accounts in the trust department of such institution, or to an account
        at
        another institution that complies with the above requirements, or (ii) 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
        (iii)
        any other account acceptable to the Rating Agencies, as evidenced in writing.
        Eligible Accounts may bear interest, and may include, if otherwise qualified
        under this definition, accounts maintained with the Trustee.  This
        Agreement may be amended to reduce the rating requirements in clause (i)
        above
        pursuant to Section 11.02, provided that, 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 related securities.

       

      (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)  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%.

       

      (d)  The
        following definition shall be added to Section 1.01 of the Purchase
        Agreement:

       

      Servicing
        Modification: With respect to any Mortgage Loan that is in default or
        imminent default or as otherwise set forth in Section 4.01, any modification
        which is effected by the Company in accordance with the terms of this Agreement
        that results in any change to the payment terms of the Mortgage
        Loan.

       

      (e)  Section
        4.01 of the Purchase Agreement is hereby amended by changing the first sentence
        of the second paragraph to the following:

       

      Consistent
        with and in addition to the terms set forth in this Agreement, if a Mortgage
        Loan is in default or such default is reasonably foreseeable, the Company
        may
        waive, modify or vary any term of any Mortgage Loan or consent to the
        postponement of strict compliance with any such term or in any manner grant
        indulgence to any Mortgagor, including without limitation, to (1) capitalize
        any
        amounts owing on the Mortgage Loan by adding such amount to the outstanding
        principal balance of the 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 Mortgage Loan, (4) amend the related Mortgage Loan to reduce the related
        Mortgage Interest Rate with respect to any Mortgage Loan, (5) convert the
        Mortgage Interest Rate on any Mortgage Loan from a fixed rate to an adjustable
        rate or vice versa, (6) with respect to a Mortgage Loan with an initial fixed
        rate period followed by an adjustable rate period, extend the fixed period
        and
        reduce the adjustable rate period, and/or (7) forgive the amount of any
        interest, principal or servicing advances owed by the related Mortgagor;
        provided that, in the Company's reasonable and prudent determination, such
        waiver, modification, postponement or indulgence: (A) is not materially adverse
        to the interests of the Purchaser on a present value basis using reasonable
        assumptions (including taking into account any estimated realized loss (as
        defined in the related pooling and servicing agreement) that might result
        absent
        such action); and (B) does not amend the related Mortgage Note to extend
        the
        maturity thereof later than the date of the Latest Possible Maturity Date
        (as
        such term is defined in the related pooling and servicing agreement); provided,
        further, with respect to any Mortgage Loan that is not in default or if default
        is not reasonably foreseeable, unless the Company has provided to the Purchaser
        a certification addressed to the Purchaser, based on the advice of counsel
        or
        certified public accountants that have a national reputation with respect
        to
        taxation of REMICs that a modification of such Mortgage Loan will not result
        in
        the imposition of taxes on or disqualify from REMIC status any of the REMICs
        and
        has obtained the prior written consent of the Purchaser, the Company shall
        not
        permit any modification with respect to any Mortgage
        Loan.  Notwithstanding the foregoing, for any waiver, modification,
        postponement or indulgence (not including any partial releases, assumptions
        of
        mortgages or modifications of any Mortgage Loan that is done in connection
        with
        compliance with the Relief Act) which the Company reasonably anticipates
        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 waiver, modification,
        postponement or indulgence, together with any supporting documentation, to
        the
        Master Servicer for consideration and approval.  The Company shall
        submit all waivers, modifications or variances of the terms of any Mortgage
        Loan
        with respect to partial releases, assumptions of mortgages or for modifications
        done in furtherance of compliance with Relief Act, together with any supporting
        documentation, to the Master Servicer for consideration and approval.

       

      (f)  Section
        4.01 of the Purchase Agreement is hereby amended by inserting the following
        as
        the third paragraph:

       

      In
        connection with any such Servicing Modification, the Company may reimburse
        itself from the Trust for any outstanding Monthly Advances and Servicing
        Advances in the same calendar month as the Servicing Modification to the
        extent
        that such Monthly Advances or Servicing Advances are reimbursable to the
        Company
        and to the extent of the related principal portion of funds available for
        the
        related Distribution Date (as defined in the related pooling and servicing
        agreement). To the extent there are not sufficient principal funds available
        on
        the related Distribution Date to reimburse the Company for such Monthly Advances
        and Servicing Advances, the Company may reimburse itself on a first priority
        basis from related principal funds that are available on future Distribution
        Dates. If any mortgagor’s obligation to repay any outstanding amounts due under
        the terms of the related Mortgage Loan for which a Monthly Advance or Servicing
        Advance has been made by the Company is forgiven, any such Monthly Advance
        or
        Servicing Advance will be treated as a realized loss which will be incurred
        on
        the Distribution Date related to the calendar month during which the Servicing
        Modification occurred.

       

      (g)  Section
        4.03 is hereby amended by adding the following paragraph to the end of the
        section:

       

      Not
        later
        than 2:00 p.m. Central Standard Time on each Remittance Date, the Company
        shall
        remit to the Master Servicer all Liquidation Proceeds and Insurance Proceeds,
        along with any Servicing Advances and Advances, such that the sum of the
        foregoing at least equals in the aggregate the outstanding Stated Principal
        Balance of the related Mortgage Loans.  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.

       

      (h)  Sections
        4.05(vi), 4.05(vii), 4.05(vi) and 4.05(vii) are hereby renumbered as Sections
        4.05(vi), 4.05(vii), 4.05(viii) and 4.05(ix).

       

      (i)  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.”

       

      (j)  The
        following is added as the last paragraph of Section 4.05:

       

      “Notwithstanding
        the foregoing, the Company’s right to reimbursement pursuant to clauses (ii),
        (iii) and (ix) 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 must submit such claim with all supporting
        documentation in order for the Master Servicer to approve or deny such claim
        within such time period.  Pending such approval, such funds shall be
        remitted by the Company to the Master Servicer to the extent such funds,
        in
        addition to any Servicing Advances and Advances, constitute an amount equal
        to
        the outstanding Stated Principal Balance of the related Mortgage Loan plus
        any
        accrued interest due and owing on such Mortgage Loan.”

       

      (k)  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.”

       

      (l)  The
        first
        sentence of Section 5.01 of the Purchase Agreement is hereby amended by
        replacing the word “On” with the following:

       

      “Not
        later than 2:00 p.m. Central Standard Time on”

       

      (m)  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.

       

      (n)  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.

       

      (o)  Section
        11.04 of the Purchase Agreement is deleted in its entirety and replaced with
        the
        following:

       

      Section
        11.04  Governing Law.

       

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

       

      (p)  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”.

       

      (q)  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.

       

      (r)  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.

       

      (s)  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.

       

      (t)  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.

       

      (u)  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.

       

      (v)  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.

       

      (w)  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.

       

      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-AC6

      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
        September 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.  In connection with the aforementioned rights, the Company
        hereby agrees that all remittances required to be made pursuant to the Purchase
        Agreement shall be received no later than 2:00 p.m. Central Standard
        Time.  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 September 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 10(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

      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
                and Master Servicer	 
	 	 	 	 
	
                 

              	
                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-AC6,
                Asset-Backed Certificates, Series 2007-AC6	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name: 
	 	 
	 	Title: 	 	 
	 	 	 	 


      

       

      
        	 	MID
                AMERICA BANK,
                FSB 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name: 
	 	 
	 	Title: 	 	 
	 	 	 	 


      

       

       

      Acknowledged
        and Agreed:

      


      BEAR
        STEARNS ASSET BACKED SECURITIES I TRUST

      


      By:
        _____________________

      Name:
        Baron Silverstein

      Title:   Vice
        President

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      ATTACHMENT
        1

       

      ASSIGNED
        LOAN SCHEDULE

       

      (Available
        upon request)

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      ATTACHMENT
        2


       

       

      PURCHASE
        AGREEMENT

       

       

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      


      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
        R-4

      


      FORM
        OF NATIONAL CITY

      ASSIGNMENT
        AGREEMENT

       

      EXHIBIT
        R4

       

      


       

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of September 19, 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-AC6, Asset-Backed
        Certificates, Series 2007-AC6 (the “Assignee”), National City Mortgage Co. (the
“Company”) and Bear Stearns Asset Backed Securities I LLC (“BSABS
        I”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto (the “Assigned Loan Schedule”) purchased by Assignor from
        Company pursuant to (a) the Purchase, Warranties and Servicing Agreement,
        dated
        as of October 1, 2001, between Assignor and Company as amended by Amendment
        Reg
        AB to the Purchase, Warranties and Servicing Agreement, dated as of March
        1,
        2006 (the “Purchase Agreement”) and (b) those certain Term Sheets, dated March
        13, 2007 and March 23, 2007 between Assignor and 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 Agreements.

       

      In
        consideration of the mutual promises and agreements contained herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree that the Assigned Loans 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

       

      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 Agreements.
        Assignor specifically reserves and does not assign to Assignee any right
        title
        and interest in, to or under any Mortgage Loans subject to the Agreements
        other
        than those set forth on Attachment l. Notwithstanding anything to the contrary
        contained herein, the Assignor is retaining the right to enforce the
        representations and warranties set forth in Article III of the Purchase
        Agreement and in the Term Sheets, 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 against the
        Company.  In addition, the Assignor specifically reserves and does not
        assign to the Assignee any right, title and interest in, to or under Section
        2.09 of the Purchase Agreement and 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 Assigned Loans and/or REO Properties
        by the
        Company).

       

      Representations;
        Warranties and Covenants

       

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

       

      
        	
                a.  

              	
                Attached
                  hereto as Attachment 2 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.  

              	
                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 Agreements as they relate to the Assigned Loans, free
                  and clear
                  of any and all liens, 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 Agreements
                  as they
                  relate to the Assigned Loans, free and clear of any and all liens,
                  claims
                  and encumbrances;

              


      

       

      
        	
                c.  

              	
                Assignor
                  has not received notice of, and has no knowledge of, any offsets,
                  counterclaims or other defenses available to Company with respect
                  to the
                  Assigned Loans or the Agreements;

              


      

       

      
        	
                d.  

              	
                Assignor
                  has not waived or agreed to any waiver under, or agreed to any
                  amendment
                  or other modifications of, the Agreements. Assignor has no knowledge
                  of,
                  and has not received notice of, any waivers under or any amendments
                  or
                  other modifications of, or assignment of rights or obligations
                  under the
                  Agreements;

              


      

       

      
        	
                e.  

              	
                Assignor
                  is a corporation duly organized, validly existing and in good standing
                  under the laws of the jurisdiction of its formation, and has all
                  requisite
                  power and authority to acquire, own and sell the Assigned
                  Loans;

              


      

       

      
        	
                f.  

              	
                Assignor
                  has full 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
                  action on
                  the part of Assignor. This AAR Agreement has been duly executed
                  and
                  delivered by Assignor and, upon the due authorization, execution
                  and
                  delivery by Assignee and Company, will constitute the valid and
                  legally
                  binding obligation of Assignor enforceable against Assignor in
                  accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors' rights generally, and
                  by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at
                  law;

              


      

       

      
        	
                g.  

              	
                No
                  material consent, approval, order or authorization of, or declaration,
                  filing or registration with, any governmental entity is required
                  to be
                  obtained or made by Assignor in connection with the execution,
                  delivery or
                  performance by Assignor of this AAR Agreement, or the consummation
                  by it
                  of the transactions contemplated hereby. Neither Assignor nor anyone
                  acting on its behalf has offered, transferred, pledged, sold or
                  otherwise
                  disposed of the Assigned Loans or any interest in the Assigned
                  Loans, or
                  solicited any offer to buy or accept 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;

              


      

       

      
        	
                h.  

              	
                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
                  Assignee'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; and

              


      

       

      
        	
                i.  

              	
                Assignor
                  has received from Company, and has delivered to Assignee, all documents
                  required to be delivered to Assignor by Company prior to the date
                  hereof
                  pursuant to Section 2.07 of the Purchase Agreement with respect
                  to the
                  Assigned Loans.

              


      

       

      3.  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 and hold the Assigned Loans as trustee on
                  behalf of
                  the holders of Bear Stearns Asset Backed Securities I Trust 2007-AC6,
                  Asset-Backed Certificates, Series
                  2007-AC6;

              


      

       

      
        	
                 

              	
                b.

              	
                Assignee
                  has full 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
                  action on
                  the part of Assignee. This AAR Agreement has been duly executed
                  and
                  delivered by Assignee and, upon the due authorization, execution
                  and
                  delivery by Assignor and Company, will constitute the valid and
                  legally
                  binding obligation of Assignee enforceable against Assignee in
                  accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors’ rights generally, and by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at
                  law;

              


      

       

      
        	
                 

              	
                c.

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

              


      

       

      
        	
                 

              	
                d.

              	
                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.

              


      

       

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

       

      
        	
                 

              	
                a.

              	
                Attached
                  hereto as Attachment 2 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.

              	
                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 Agreements;

              


      

       

      
        	
                 

              	
                c.

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

              


      

       

      
        	
                 

              	
                d.

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

              


      

       

      
        	
                 

              	
                e.

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

              


      

       

      
        	
                 

              	
                f.

              	
                No
                  event has occurred from the applicable Closing Date to the date
                  hereof
                  which would render the representations and warranties as to the
                  related
                  Mortgage Loans made by the Company in Section 3.02 of the Purchase
                  Agreement or in the related Term Sheets to be untrue in any material
                  respect; and

              


      

       

      
        	
                 

              	
                g.

              	
                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 Sheets with respect to the Company
                  and
                  the Assigned Loans as of the Closing
                  Date.

              


      

       

      5.  Company
        warrants and represents to, and covenants with, Assignor and BSABS I as of
        the
        date hereof:

       

      
        	
                 

              	
                a.

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

              


      

       

      
        	
                 

              	
                b.

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

              


      

       

      
        	
                 

              	
                c.

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

              


      

       

      
        	
                 

              	
                d.

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

              


      

       

      
        	
                 

              	
                e.

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

              


      

       

      
        	
                 

              	
                f.

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

              


      

       

      
        	
                 

              	
                g.

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

              


      

       

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

       

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

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        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,
        New York 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,
        Texas 75067-3884

      Attention:  General
        Counsel

      Facsimile:  (214)
        626-4714

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, New York 10179

      Attention:  Global
        Credit Administration

      Facsimile:  (212)
        272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:  Michelle
        Viner

      Facsimile:  (214)
        626-4889

      Email:  mviner@bear.com

       

      


      6.  Notwithstanding
        any term hereof to the contrary, the execution and delivery of this AAR
        Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns
        Asset Backed Securities I Trust 2007-AC6, Asset-Backed Certificates, Series
        2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6.

       

      Recognition
        of Assignee

       

      7.  From
        and
        after the date hereof, Company shall recognize Assignee as owner of the Assigned
        Loans and will service the Assigned Loans for Assignee as if Assignee and
        Company had entered into a separate servicing agreement for the servicing
        of the
        Assigned Loans in the form of the Purchase Agreement (as modified herein),
        the
        terms of which are incorporated herein by reference. In addition, Company
        hereby
        acknowledges that from and after the date hereof, the Assigned Loans will
        be
        subject to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of September 1, 2007, by and among, Bear Stearns Asset
        Backed Securities I LLC as depositor, EMC Mortgage Corporation as seller,
        master
        servicer (the “Master Servicer”) and company, and Wells Fargo Bank, National
        Association as trustee. Pursuant to the Pooling and Servicing Agreement,
        the
        Master Servicer has the right to monitor and enforce, on behalf of the Assignee,
        the performance by Company of its servicing obligations under this AAR
        Agreement. Such right will include, without limitation, the right to terminate
        the Company under the Purchase Agreement upon the occurrence of an event
        of
        default thereunder, the right to receive all remittances required to be made by
        the Company under the Purchase Agreement, the right to receive all monthly
        reports and other data required to be delivered by the Company under the
        Purchase Agreement, the right to examine the books and records of the Company,
        indemnification rights, and the right to exercise certain rights of consent
        and
        approval relating to actions taken by the Company.  In connection with
        the aforementioned rights, the Company hereby agrees that all remittances
        required to be made pursuant to the Purchase Agreement shall be received
        no
        later than 3:00 p.m. Central Standard Time.  In connection therewith,
        Company hereby agrees that all remittances required to be made with respect
        to
        the Assigned Loans pursuant to the Purchase Agreement will be made 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 September 1, 2007 Remit for National City Mortgage
        Company

      Attention:  LSBO
        Group-MS 

       

      and
        the
        Company shall deliver all reports and other notices required to be delivered
        under the Purchase Agreement to the Assignee and to the Master Servicer
        at:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:
        Michelle Viner

      Facsimile:  (214)
        626-4889

      Email:
        mviner@bear.com

      


      It
        is the
        intention of Assignor, Company and Assignee that this AAR Agreement shall
        be
        binding upon and for the benefit of the respective successors and assigns
        of the
        parties hereto. Neither Company nor Assignor shall amend or agree to amend,
        modify, waive, or otherwise alter any of the terms or provisions of the
        Agreements 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 or, at the expense
        of
        the Bear Stearns Asset Backed Securities I Trust 2007-AC6, Asset-Backed
        Certificates, Series 2007-AC6, 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates, Series 2007-AC6 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-AC6,
        Asset-Backed Certificates, Series 2007-AC6 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-AC6, Asset-Backed Certificates,
        Series 2007-AC6 with respect to the imposition of any such taxes.

       

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

       

      (i)  (A)           any
        untrue statement of a material fact
        contained or alleged to be contained in any information, report,
        certification,
        accountants’ letter or other material provided under
        Article 1 of Amendment Reg AB
by or on behalf of
        the
Company, or provided
        under
        this Article 1 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;
        or

       

      (ii)  any
        breach by the Company of its
        obligations under Article I of Amendment Reg AB, including particularly the
        failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator
        to deliver any
        information, report, certification, accountants’ letter or other material when
        and as required under Article I of Amendment Reg AB, including any failure
        by
        the Company to identify pursuant to Section 6(b) any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB; or

       

      (iii)  any
        breach by the Company of a
        representation or warranty set forth in Section  2(a) or in a writing
        furnished pursuant to Section 2(b) and made as of a date prior to the closing
        date of the related Securitization Transaction, to the extent that such breach
        is not cured by such closing date, or any breach by the Company of a
        representation or warranty in a writing furnished pursuant to Section 2(b)
        to
        the extent made as of a date subsequent to such closing
        date.

       

      If
        the indemnification provided for
        herein is unavailable or insufficient to hold harmless an Indemnified Party,
        then the Company agrees that it shall contribute to the amount paid or payable
        by such Indemnified Party as a result of any claims, losses, damages or
        liabilities incurred by such Indemnified Party in such proportion as is
        appropriate to reflect the relative fault of such Indemnified Party on the
        one
        hand and the Company on the other.

       

      In
        the case of any failure of
        performance described in clause (a)(ii) of Section 7 of Amendment Reg AB,
        the
        Company shall promptly reimburse the Assignor, each affiliate of the Assignor
        and BSABS I, 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.

       

      Modification
        of the Purchase Agreement

       

      


      8.  The
        Purchase Agreement, as it relates to the Assigned Loans, shall be amended
        by the
        Company and the Assignor as follows:

       

      (a)           Section
        1.01 of the Purchase Agreement shall be amended by adding the following
        definitions thereto:

       

      Master
        Servicer: EMC Mortgage Corporation, or its successors in interest who meet
        the qualifications of the Pooling and Servicing Agreement and this
        Agreement.

       

      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.

       

      Pooling
        and Servicing Agreement:  That certain pooling and servicing
        agreement, dated as of September 1, 2007, among Bear Stearns Asset Backed
        Securities I LLC, EMC Mortgage Corporation, as the Master Servicer, and Wells
        Fargo Bank, National Association, as trustee.

       

      Servicing
        Modification: With respect to any Mortgage Loan that is in default or
        imminent default or as otherwise set forth in Section 4.01, any modification
        which is effected by the Company in accordance with the terms of this Agreement
        that results in any change to the payment terms of the Mortgage
        Loan.

       

      (b)           The
        definition of Eligible Account 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; provided,
        that following a downgrade, withdrawal, or suspension of such institution's
        rating  as set forth above, each account shall promptly (and in any
        case within not more than 30 calendar days) be moved to one or more segregated
        trust accounts in the trust department of such institution, or to an account
        at
        another institution that complies with the above requirements, or (ii) 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
        (iii)
        any other account acceptable to the Rating Agencies, as evidenced in writing.
        Eligible Accounts may bear interest, and may include, if otherwise qualified
        under this definition, accounts maintained with the Trustee.  This
        Agreement may be amended to reduce the rating requirements in clause (i)
        above
        pursuant to Section 11.02, provided that, 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 related securities.

       

      (c)           The
        definition of “Servicing Fee Rate” is deleted in its entirety and replaced with
        the following definition:

       

      Servicing
        Fee Rate: a per annum
        rate equal to 0.25%.

       

      (c)           Subsection
        3.02(nn) of the Purchase Agreement shall be deleted in its entirety and replaced
        with the following:

       

      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;

       

      (d)           The
        following sentence is added as the last sentence of the definition of Principal
        Prepayment:

       

      Partial
        principal Prepayments shall be
        applied in accordance with the terms of the related Mortgage Note.

       

      (e)           Section
        4.01 of the Purchase Agreement is hereby amended by changing the first sentence
        of the second paragraph to the following:

       

      Consistent
        with and in addition to the terms set forth in this Agreement, if a Mortgage
        Loan is in default or such default is reasonably foreseeable, the Company
        may
        waive, modify or vary any term of any Mortgage Loan or consent to the
        postponement of strict compliance with any such term or in any manner grant
        indulgence to any Mortgagor, including without limitation, to (1) capitalize
        any
        amounts owing on the Mortgage Loan by adding such amount to the outstanding
        principal balance of the 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 Mortgage Loan, (4) amend the related Mortgage Loan to reduce the related
        Mortgage Interest Rate with respect to any Mortgage Loan, (5) convert the
        Mortgage Interest Rate on any Mortgage Loan from a fixed rate to an adjustable
        rate or vice versa, (6) with respect to a Mortgage Loan with an initial fixed
        rate period followed by an adjustable rate period, extend the fixed period
        and
        reduce the adjustable rate period, and/or (7) forgive the amount of any
        interest, principal or servicing advances owed by the related Mortgagor;
        provided that, in the Company's reasonable and prudent determination, such
        waiver, modification, postponement or indulgence: (A) is not materially adverse
        to the interests of the Purchaser on a present value basis using reasonable
        assumptions (including taking into account any estimated realized loss (as
        defined in the related pooling and servicing agreement) that might result
        absent
        such action); and (B) does not amend the related Mortgage Note to extend
        the
        maturity thereof later than the date of the Latest Possible Maturity Date
        (as
        such term is defined in the related pooling and servicing agreement); provided,
        further, with respect to any Mortgage Loan that is not in default or if default
        is not reasonably foreseeable, unless the Company has provided to the Purchaser
        a certification addressed to the Purchaser, based on the advice of counsel
        or
        certified public accountants that have a national reputation with respect
        to
        taxation of REMICs that a modification of such Mortgage Loan will not result
        in
        the imposition of taxes on or disqualify from REMIC status any of the REMICs
        and
        has obtained the prior written consent of the Purchaser, the Company shall
        not
        permit any modification with respect to any Mortgage
        Loan.  Notwithstanding the foregoing, for any waiver, modification,
        postponement or indulgence (not including any partial releases, assumptions
        of
        mortgages or modifications of any Mortgage Loan that is done in connection
        with
        compliance with the Relief Act) which the Company reasonably anticipates
        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 waiver, modification,
        postponement or indulgence, together with any supporting documentation, to
        the
        Master Servicer for consideration and approval.  The Company shall
        submit all waivers, modifications or variances of the terms of any Mortgage
        Loan
        with respect to partial releases, assumptions of mortgages or for modifications
        done in furtherance of compliance with the Relief Act, together with any
        supporting documentation, to the Master Servicer for consideration and
        approval.

       

      (f)           Section
        4.01 of the Purchase Agreement is hereby amended by inserting the following
        as
        the third paragraph:

       

      In
        connection with any such Servicing Modification, the Company may reimburse
        itself from the Trust for any outstanding Monthly Advances and Servicing
        Advances in the same calendar month as the Servicing Modification to the
        extent
        that such Monthly Advances or Servicing Advances are reimbursable to the
        Company
        and to the extent of the related principal portion of funds available for
        the
        related Distribution Date (as defined in the related pooling and servicing
        agreement). To the extent there are not sufficient principal funds available
        on
        the related Distribution Date to reimburse the Company for such Monthly Advances
        and Servicing Advances, the Company may reimburse itself on a first priority
        basis from related principal funds that are available on future Distribution
        Dates. If any mortgagor’s obligation to repay any outstanding amounts due under
        the terms of the related Mortgage Loan for which a Monthly Advance or Servicing
        Advance has been made by the Company is forgiven, any such Monthly Advance
        or
        Servicing Advance will be treated as a realized loss which will be incurred
        on
        the Distribution Date related to the calendar month during which the Servicing
        Modification occurred.

       

      (g)           Section
        4.03 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section:

       

      Not
        later
        than 3:00 p.m. Central Standard Time on each Remittance Date, the Company
        shall
        remit to the Master Servicer all Liquidation Proceeds and Insurance Proceeds,
        along with any Servicing Advances and Advances, such that the sum of the
        foregoing at least equals in the aggregate the outstanding Stated Principal
        Balance of the related Mortgage Loans.  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
        and
        all required 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.

       

      (h)           Sections
        4.05(vi), 4.05(vii) and 4.05(vi) are hereby renumbered as Sections 4.05(vi),
        4.05(vii) and 4.05(viii), and the following is added as Section
        4.05(ix):

       

      (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.

       

      (i)           The
        following is added as the last paragraph of Section 4.05:

       

      “Notwithstanding
        the foregoing, the Company’s right to reimbursement pursuant to clauses (ii),
        (iii) and (ix) 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 must submit such claim with all supporting
        documentation in order for the Master Servicer to approve or deny such claim
        within such time period.  Pending such approval, such funds shall be
        remitted by the Company to the Master Servicer to the extent such funds,
        in
        addition to any Servicing Advances and Advances, constitute an amount equal
        to
        the outstanding Stated Principal Balance of the related Mortgage Loan plus
        any
        accrued interest due and owing on such Mortgage Loan.”

       

      (j)           The
        first sentence of Section 5.01 of the Purchase Agreement is hereby amended
        by
        replacing the word “On” with the following:

       

      “Not
        later than 3:00 p.m. Central
        Standard Time on”

       

      (k)           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 K and
Exhibit L, with respect to remittances, Exhibit J (within fifteen
        (15) calendar days from remittance of liquidation proceeds), with respect
        to
        realized losses and gains, Exhibit M (within five (5) business days of
        month end), with respect to defaulted mortgage loans, Exhibit N, with
        respect to delinquent mortgage loans, Exhibit O, with respect to modified
        mortgage loans, Exhibit P, with respect to claims submitted and
Exhibit Q, with respect to loss severity, with each such
        report.

       

      (l)           Section
        6.02 of the Purchase Agreement is hereby amended by including the words “(or if
        the Company does not, the Master Servicer may)” after the word “will” and before
        the word “immediately” in the third line thereof.

       

      (m)           Section
        6.04 of the Purchase Agreement shall be deleted in its entirety.

       

      (n)           Section
        6.05 of the Purchase Agreement shall be deleted in its entirety.

       

      (o)           Section
        9.01 of the Purchase Agreement is hereby amended by adding the word “or” at the
        end of clause (ix) thereof and inserting the following as clause
        (x):

       

      (x)           failure
        by the Company to duly perform, within the required time period, its obligations
        under Section 4 and Section 5 of Article 1 of Amendment Reg. AB to the Servicing
        Agreement which failure continues unremedied for a period of ten (10) days
        after
        the date on which written notice of such failure, requiring the same to be
        remedied, shall have been given to the Company by any party to this Agreement
        or
        by any Master Servicer. This paragraph shall supersede any other provision
        of
        this Agreement or other Agreement to the contrary.

       

      (p)           The
        following is added as Subsection 4.05(vii) of the Purchase
        Agreement:

       

      (vii)           to
        reimburse itself for any Nonrecoverable Advances;

       

      (q)           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 regard to principles
        of conflicts of laws other than Section 5-1401 of the New York General
        Obligations Law which shall govern.  The obligations, rights and
        remedies of the parties hereunder shall be determined in accordance with
        such
        laws.

       

      (r)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit J to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 1.

       

      (s)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit K to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 2.

       

      (t)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit L to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 3.

       

      (u)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit M to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 4.

       

      (v)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit N to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 5.

       

       
        (w)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit O to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 6.

       

      (x)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit P to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 7.

       

      (y)           The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit Q to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 8.

       

      (z)           The
        following is added as the last sentence of Section 4 of the Amendment Reg
        AB:

       

      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 4 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.

       

      (aa)           The
        following is added as the last sentence of Section 5 of the Amendment Reg
        AB:

       

      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 5 or to the related
        section of such other applicable agreement, as the case may be, notwithstanding
        any such termination, assignment or resignation.

       

      Miscellaneous

       

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

       

      a.           In
        the case of Company,

      


      National
        City Mortgage
        Co.

      3232
        Newmark Drive

      Miamisburg,
        Ohio 45342

      Attention:
        Mary Beth
        Criswell

      


      


      b.           In
        the case of 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

      New
        York,
        New York 10179

      Attention:
        Robert Durden

      Telecopier
        No.:  (212) 272-5714

      


      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-AC6

              


      

      
        	
                 

              	
                Telecopier
                  No.: (410) 715-2380

              


      

       

      d.             In
        the case of the Master Servicer,

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:  General
        Counsel

      Facsimile:  (214)
        626-4714

      


      10.  This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      11.  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.

       

      12.  This
        AAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall without the requirement for any further writing,
        be
        deemed Assignor, Assignee or Company, respectively hereunder. Any Master
        Servicer shall be considered a third party beneficiary of this AAR Agreement,
        entitled to all the rights and benefits accruing to any Master Servicer herein
        as if it were a direct party to this AAR Agreement.  A copy of all
        assessments, attestations, reports and certifications required to be delivered
        by the servicer under the Purchase Agreement and this AAR 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 such party, such addressee
        shall include the Master Servicer and the Master Servicer shall be entitled
        to
        rely on such documents.

       

      13.  This
        AAR
        Agreement shall survive the conveyance of the Assigned Loans as contemplated
        in
        this AAR Agreement.

       

      14.  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.

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      


      EMC
        MORTGAGE CORPORATION

      Assignor
        and Master Servicer

      


      By:
        ______________________________                                                  

      Name:

      Title:

      


      


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

      not
        in
        its individual capacity but solely as Trustee

      for
        the
        holders of Stearns Asset
        Backed

      Securities
        I Trust 2007-AC6,
        Asset-Backed

      Certificates,
        Series 2007-AC6
        (the,

      as
        Assignee

       

      
        By:
          ______________________________                                                  

        Name:

        Title:

         
NATIONAL
        CITY MORTGAGE CO.

      Company

      


       
        
        By:
          ______________________________                                                  

        Name:

        Title:



      Acknowledged
        and Agreed:

      


      BEAR
        STEARNS ASSET BACKED

      SECURITIES
        I LLC

      


      By:
        ______________________________                   

      Name:
        Baron Silverstein

      Title:   Vice
        President

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ATTACHMENT
        l

      


      ASSIGNED
        LOAN SCHEDULE

      


      (Provided
        upon request)

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      ATTACHMENT
        2

      


      PURCHASE
        AGREEMENT AND TERM SHEETS

      


      (Provided
        upon request)

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        1

      EXHIBIT
        J to the Purchase
        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
        2

      EXHIBIT
        K to the Purchase 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
        3

      EXHIBIT
        L to the Purchase 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
        4

      EXHIBIT
        M to the Purchase 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
        5

      EXHIBIT
        N to the Purchase 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
        6

      EXHIBIT
        O to the Purchase 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
        7

      EXHIBIT
        P to the Purchase 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
        8

      EXHIBIT
        Q to the Purchase Agreement

      


      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
        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-AC6 (the “Trust”), Mortgage
                  Pass-Through Certificates, Series 2007-AC6, issued pursuant to
                  the Pooling
                  and Servicing Agreement, dated as of September 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

              


      

      


      
        	
                 

              	
                [Reserved]

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                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-AC6, Class R Certificate
        (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
        dated as of September 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___.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        DD

      


      [RESERVED]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
        EE

      


      
        	
                Available
                  Exchanges of the Exchangeable Certificates for Exchanged Certificates(1)(2)

                 

              
	
                
                  Classes
                    of Exchangeable Certificates

                

              	 	
                
                  Related
                    Classes of Exchanged Certificates

                

              
	
                Classes
                  of

                Exchangeable

                Certificates

              	
                Certificate
                  Principal Balance

              	 	
                Classes
                  of

                Exchanged

                Certificates

              	
                Certificate
                  Principal Balance

              	
                Pass-Through
                  Rate

              
	
                Combination
                  1

              	 	 	 	 
	
                Class
                  A-1

              	
                $215,615,000

              	 	
                Class
                  A-3(3)
                  (4)

              	
                $186,866,333

              	
                Floating
                  Rate(5)

              
	 	 	 	
                Class
                  A-4(3)
                  (4)

              	
                $28,748,667

              	
                Inverse
                  Floating Rate(5)

              
	
                Combination
                  2

              	 	 	 	 
	
                Class
                  A-1

              	
                $215,615,000

              	 	
                Class
                  A-5(4)(3)

              	
                $164,366,000

              	
                6.500%

              
	 	 	 	
                Class
                  A-6
                  (4)(3)

              	
                $29,687,000

              	
                6.500%

              
	 	 	 	
                Class
                  A-7(4)(3)

              	
                $21,562,000

              	
                6.500%
                  (Lockout)

              


      

      


      _________

      
        	
                (1)

              	
                Exchangeable
                  Certificates and Exchanged Certificates may be exchanged only in
                  the
                  proportions shown in this Appendix A. In any exchange, the relative
                  proportions of the Exchangeable Certificates or Exchanged Certificates
                  to
                  be delivered (or, if applicable, received) in such exchange will
                  equal the
                  proportions reflected by the outstanding Certificate Principal
                  Balance of
                  the Exchangeable Certificates or Exchanged Certificates at the
                  time of
                  exchange.

              


      

       

      
        	
                (2)

              	
                If,
                  as a result of a proposed exchange, a certificateholder would hold
                  a
                  Exchangeable Certificate or Exchanged Certificate of a class in
                  an amount
                  less than the applicable minimum denomination for that class, the
                  certificateholder will be unable to effect the proposed exchange.
                  See
                  “Description of the Certificates— General” in this prospectus
                  supplement.

              


      

       

      
        	
                (3)

              	
                On
                  each distribution date, holders of each Class of Exchanged Certificates
                  will be entitled to receive interest distributions in an amount
                  equal to
                  the Accrued Certificate Interest on that class on each distribution
                  date
                  based on the pass-through rate as described in this prospectus
                  supplement.

              


      

       

      
        	
                (4)

              	
                On
                  each distribution date, principal allocable to the Exchanged Certificates
                  will be distributed in the following order of
                  priority:

              


      

       

      (A)           Combination
        Group I. To the Class A-3 Certificates and Class A-4 Certificates,
        concurrently, on a pro rata basis, until the Certificate Principal Balances
        thereof are reduced to zero.

       

      (B)           Combination
        Group II. To the Class A-5, Class A-6 and Class A-7 Certificates in the
        following order of priority:

       

      
        	
                 

              	
                (a)

              	
                to
                  the Class A-7 Certificates, the Priority Amount, until its Certificate
                  Principal Balance is reduced to zero;

              


        	 	 	 


        	 	(b)	 sequentially,
                to the Class A-5 Certificates and Class A-6 Certificates, in that
                order,
                in each case, until their respective Certificate Principal Balances
                are
                reduced to zero; and


      

       

      
        	
                 

              	
                (c)

              	
                to
                  the Class A-7 Certificates, without regard to the Priority Amount,
                  until
                  its Certificate Principal Balance is reduced to
                  zero.

              


      

       

      (5)

      
        	
                
                  Class

                

              	 	
                
                  Maximum/Minimum

                  Pass-Through
                    Rate

                

              	 	
                
                  Formula
                    for Calculation of Class

                  Pass-Through
                    Rate

                

              
	
                Class
                  A-3

              	 	
                7.500%/0.700%

              	 	
                One-Month
                  LIBOR + 0.700%

              
	
                Class
                  A-4

              	 	
                44.200%/0.000%

              	 	
                44.200%
                  - (6.5 x One-Month LIBOR)