EX-4.1 3 d441507_ex4-1.htm POOLING AND SERVICING AGREEMENT 
                   BEAR STEARNS ASSET BACKED SECURITIES I LLC,

                                   Depositor,

                            EMC MORTGAGE CORPORATION,

                          Sponsor and Master Servicer,

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2006

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

              BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-HE2

                   ASSET-BACKED CERTIFICATES, SERIES 2006-HE2


                                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

Section 2.01   Conveyance of Trust Fund.........................................
Section 2.02   Acceptance of the Mortgage Loans.................................
Section 2.03   Representations, Warranties and Covenants of the Master Servicer
               and The Sponsor..................................................
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 THE MORTGAGE LOANS

Section 3.01   The Master Servicer to act as Master Servicer....................
Section 3.02   Due-on-Sale Clauses; Assumption Agreements.......................
Section 3.03   Subservicers.....................................................
Section 3.04   Documents, Records and Funds in Possession of the Master Servicer
               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   Annual Statement as to Compliance................................
Section 3.14   Assessments of Compliance and Attestation Reports................
Section 3.15   Books and Records................................................
Section 3.16   Reports Filed with Securities and Exchange Commission............
Section 3.17   Intention of the Parties and Interpretation......................
Section 3.18   UCC..............................................................
Section 3.19   Optional Purchase of Certain Mortgage Loans......................
Section 3.20   Obligations of the Master Servicer in Respect of Mortgage Rates
               and Scheduled Payments...........................................
Section 3.21   Reserve Fund; Payments to and from Derivative Administrator;
               Supplemental Interest Trust......................................
Section 3.22   Tax Treatment of Class IO Distribution Amounts in the Event of
               Resecuritization of Class A Certificates or Class M Certificates.
Section 3.23   Advancing Facility...............................................
Section 3.24   Special Servicer.................................................

                                   ARTICLE IV

                                    ACCOUNTS

Section 4.01   Collection of Mortgage Loan Payments; Protected Account..........
Section 4.02   Permitted Withdrawals From the Protected Account.................
Section 4.03   Collection of Taxes; Assessments and Similar Items; Escrow
               Accounts.........................................................
Section 4.04   Distribution Account.............................................
Section 4.05   Permitted Withdrawals and Transfers from the Distribution Account
Section 4.06   Class P Certificate Account......................................

                                    ARTICLE V

                           DISTRIBUTIONS AND ADVANCES

Section 5.01   Advances.........................................................
Section 5.02   Compensating Interest Payments...................................
Section 5.03   REMIC Distributions..............................................
Section 5.04   Distributions....................................................
Section 5.05   Allocation of Realized Losses....................................
Section 5.06   Monthly Statements to Certificateholders.........................
Section 5.07   REMIC Designations and REMIC Distributions.......................

                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01   The Certificates.................................................
Section 6.02   Certificate Register; Registration of Transfer and Exchange of
               Certificates.....................................................
Section 6.03   Mutilated, Destroyed, Lost or Stolen Certificates................
Section 6.04   Persons Deemed Owners............................................
Section 6.05   Access to List of Certificateholders' Names and Addresses........
Section 6.06   Book-Entry Certificates..........................................
Section 6.07   Notices to Depository............................................
Section 6.08   Definitive Certificates..........................................
Section 6.09   Maintenance of Office or Agency..................................

                                   ARTICLE VII

                      THE DEPOSITOR AND THE MASTER SERVICER

Section 7.01   Liabilities of the Depositor and the Master Servicer.............
Section 7.02   Merger or Consolidation of the Depositor or the Master Servicer..
Section 7.03   Indemnification of the Trustee and the Master Servicer...........
Section 7.04   Limitations on Liability of the Depositor, the Master Servicer
               and Others.......................................................
Section 7.05   Master Servicer Not to Resign....................................
Section 7.06   Successor Master Servicer........................................
Section 7.07   Sale and Assignment of Master Servicing..........................

                                  ARTICLE VIII

                     DEFAULT; TERMINATION OF MASTER SERVICER

Section 8.01   Events of Default................................................
Section 8.02   Trustee to Act; Appointment of Successor.........................
Section 8.03   Notification to Certificateholders...............................
Section 8.04   Waiver of Defaults...............................................

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

Section 9.01   Duties of Trustee................................................
Section 9.02   Certain Matters Affecting the Trustee............................
Section 9.03   Trustee Not Liable for Certificates or Mortgage Loans............
Section 9.04   Trustee May Own Certificates.....................................
Section 9.05   Trustee's Fees and Expenses......................................
Section 9.06   Eligibility Requirements for Trustee.............................
Section 9.07   Insurance........................................................
Section 9.08   Resignation and Removal of Trustee...............................
Section 9.09   Successor Trustee................................................
Section 9.10   Merger or Consolidation of Trustee...............................
Section 9.11   Appointment of Co-Trustee or Separate Trustee....................
Section 9.12   Tax Matters......................................................

                                    ARTICLE X

                                   TERMINATION

Section 10.01  Termination upon Liquidation or Repurchase of all Mortgage Loans.
Section 10.02  Final Distribution on the Certificates...........................
Section 10.03  Additional Termination Requirements..............................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01  Amendment........................................................
Section 11.02  Recordation of Agreement; Counterparts...........................
Section 11.03  Governing Law....................................................
Section 11.04  Intention of Parties.............................................
Section 11.05  Notices..........................................................
Section 11.06  Severability of Provisions.......................................
Section 11.07  Assignment.......................................................
Section 11.08  Limitation on Rights of Certificateholders.......................
Section 11.09  Inspection and Audit Rights......................................
Section 11.10  Certificates Nonassessable and Fully Paid........................
Section 11.11  Third Party Rights...............................................

EXHIBITS

Exhibit A-1....Form of Class A Certificates
Exhibit A-2....Form of Class M Certificates
Exhibit A-3....Form of Class P Certificates
Exhibit A-4....Form of Class CE Certificates
Exhibit A-5....Form of Class R Certificates
Exhibit B......Mortgage Loan Schedule
Exhibit C......Form of Transfer Affidavit
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
Exhibit L......Form of Mortgage Loan Purchase Agreement
Exhibit M......Swap Agreement
Exhibit N......Special Servicer Delinquency Triggers
Exhibit O......Yield Maintenance Agreement
Exhibit P .....Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit Q......Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R......Additional Disclosure Notification

      POOLING AND SERVICING AGREEMENT, dated as of February 1, 2006, among BEAR
STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as
depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation,
as sponsor (in such capacity, the "Sponsor") and as master servicer (in such
capacity, the "Master Servicer") and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (the "Trustee").

                              PRELIMINARY STATEMENT

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

                                     REMIC I

      As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans and certain other related assets subject
to this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Yield Maintenance Agreement, the Derivative Account and any
rights or obligations in respect of the Derivative Administration Agreement) as
a REMIC (as defined herein) for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC I". The Class R-1 Certificates will
be the sole class of Residual Interests (as defined herein) in REMIC I for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.

                             Uncertificated Initial
                          REMIC I          Uncertificated      Latest Possible
  Designation         Pass-Through Rate   Principal Balance    Maturity Date (1)
----------------      -----------------   -----------------    -----------------
I-Non-Swap               Variable(2)       $    42,834,294.06  February 25, 2036
I-6-A                    Variable(2)       $     5,906,210.13  February 25, 2036
I-6-B                    Variable(2)       $     5,906,210.13  February 25, 2036
I-7-A                    Variable(2)       $     6,383,031.34  February 25, 2036
I-7-B                    Variable(2)       $     6,383,031.34  February 25, 2036
I-8-A                    Variable(2)       $     6,787,638.08  February 25, 2036
I-8-B                    Variable(2)       $     6,787,638.08  February 25, 2036
I-9-A                    Variable(2)       $     6,720,977.25  February 25, 2036
I-9-B                    Variable(2)       $     6,720,977.25  February 25, 2036
I-10-A                   Variable(2)       $     6,423,205.24  February 25, 2036
I-10-B                   Variable(2)       $     6,423,205.24  February 25, 2036
I-11-A                   Variable(2)       $     6,134,475.84  February 25, 2036
I-11-B                   Variable(2)       $     6,134,475.84  February 25, 2036
I-12-A                   Variable(2)       $     5,857,442.60  February 25, 2036
I-12-B                   Variable(2)       $     5,857,442.60  February 25, 2036
I-13-A                   Variable(2)       $     5,593,073.80  February 25, 2036
I-13-B                   Variable(2)       $     5,593,073.80  February 25, 2036
I-14-A                   Variable(2)       $     5,340,785.45  February 25, 2036
I-14-B                   Variable(2)       $     5,340,785.45  February 25, 2036
I-15-A                   Variable(2)       $     5,100,020.65  February 25, 2036
I-15-B                   Variable(2)       $     5,100,020.65  February 25, 2036
I-16-A                   Variable(2)       $     4,870,242.57  February 25, 2036
I-16-B                   Variable(2)       $     4,870,242.57  February 25, 2036
I-17-A                   Variable(2)       $     4,650,956.84  February 25, 2036
I-17-B                   Variable(2)       $     4,650,956.84  February 25, 2036
I-18-A                   Variable(2)       $     4,441,777.36  February 25, 2036
I-18-B                   Variable(2)       $     4,441,777.36  February 25, 2036
I-19-A                   Variable(2)       $     4,242,016.67  February 25, 2036
I-19-B                   Variable(2)       $     4,242,016.67  February 25, 2036
I-20-A                   Variable(2)       $     4,055,225.92  February 25, 2036
I-20-B                   Variable(2)       $     4,055,225.92  February 25, 2036
I-21-A                   Variable(2)       $     3,865,998.18  February 25, 2036
I-21-B                   Variable(2)       $     3,865,998.18  February 25, 2036
I-22-A                   Variable(2)       $     3,688,602.54  February 25, 2036
I-22-B                   Variable(2)       $     3,688,602.54  February 25, 2036
I-23-A                   Variable(2)       $     3,523,441.00  February 25, 2036
I-23-B                   Variable(2)       $     3,523,441.00  February 25, 2036
I-24-A                   Variable(2)       $    48,716,684.45  February 25, 2036
I-24-B                   Variable(2)       $    48,716,684.45  February 25, 2036
I-25-A                   Variable(2)       $     1,077,479.19  February 25, 2036
I-25-B                   Variable(2)       $     1,077,479.19  February 25, 2036
I-26-A                   Variable(2)       $     1,034,492.61  February 25, 2036
I-26-B                   Variable(2)       $     1,034,492.61  February 25, 2036
I-27-A                   Variable(2)       $       993,283.50  February 25, 2036
I-27-B                   Variable(2)       $       993,283.50  February 25, 2036
I-28-A                   Variable(2)       $       953,775.96  February 25, 2036
I-28-B                   Variable(2)       $       953,775.96  February 25, 2036
I-29-A                   Variable(2)       $       915,897.43  February 25, 2036
I-29-B                   Variable(2)       $       915,897.43  February 25, 2036
I-30-A                   Variable(2)       $       879,578.53  February 25, 2036
I-30-B                   Variable(2)       $       879,578.53  February 25, 2036
I-31-A                   Variable(2)       $       845,182.76  February 25, 2036
I-31-B                   Variable(2)       $       845,182.76  February 25, 2036
I-32-A                   Variable(2)       $       811,240.08  February 25, 2036
I-32-B                   Variable(2)       $       811,240.08  February 25, 2036
I-33-A                   Variable(2)       $       778,377.00  February 25, 2036
I-33-B                   Variable(2)       $       778,377.00  February 25, 2036
I-34-A                   Variable(2)       $       747,728.76  February 25, 2036
I-34-B                   Variable(2)       $       747,728.76  February 25, 2036
I-35-A                   Variable(2)       $       718,342.24  February 25, 2036
I-35-B                   Variable(2)       $       718,342.24  February 25, 2036
I-36-A                   Variable(2)       $     7,532,373.21  February 25, 2036
I-36-B                   Variable(2)       $     7,532,373.21  February 25, 2036
I-37-A                   Variable(2)       $       340,361.83  February 25, 2036
I-37-B                   Variable(2)       $       340,361.83  February 25, 2036
I-38-A                   Variable(2)       $       329,633.75  February 25, 2036
I-38-B                   Variable(2)       $       329,633.75  February 25, 2036
I-39-A                   Variable(2)       $       319,241.96  February 25, 2036
I-39-B                   Variable(2)       $       319,241.96  February 25, 2036
I-40-A                   Variable(2)       $       309,175.95  February 25, 2036
I-40-B                   Variable(2)       $       309,175.95  February 25, 2036
I-41-A                   Variable(2)       $       299,425.56  February 25, 2036
I-41-B                   Variable(2)       $       299,425.56  February 25, 2036
I-42-A                   Variable(2)       $       289,980.93  February 25, 2036
I-42-B                   Variable(2)       $       289,980.93  February 25, 2036
I-43-A                   Variable(2)       $       280,832.51  February 25, 2036
I-43-B                   Variable(2)       $       280,832.51  February 25, 2036
I-44-A                   Variable(2)       $       271,971.05  February 25, 2036
I-44-B                   Variable(2)       $       271,971.05  February 25, 2036
I-45-A                   Variable(2)       $       263,387.60  February 25, 2036
I-45-B                   Variable(2)       $       263,387.60  February 25, 2036
I-46-A                   Variable(2)       $       255,073.46  February 25, 2036
I-46-B                   Variable(2)       $       255,073.46  February 25, 2036
I-47-A                   Variable(2)       $       247,020.23  February 25, 2036
I-47-B                   Variable(2)       $       247,020.23  February 25, 2036
I-48-A                   Variable(2)       $       239,219.75  February 25, 2036
I-48-B                   Variable(2)       $       239,219.75  February 25, 2036
I-49-A                   Variable(2)       $       231,664.14  February 25, 2036
I-49-B                   Variable(2)       $       231,664.14  February 25, 2036
I-50-A                   Variable(2)       $       224,345.72  February 25, 2036
I-50-B                   Variable(2)       $       224,345.72  February 25, 2036
I-51-A                   Variable(2)       $       217,257.10  February 25, 2036
I-51-B                   Variable(2)       $       217,257.10  February 25, 2036
I-52-A                   Variable(2)       $       210,391.09  February 25, 2036
I-52-B                   Variable(2)       $       210,391.09  February 25, 2036
I-53-A                   Variable(2)       $       203,740.74  February 25, 2036
I-53-B                   Variable(2)       $       203,740.74  February 25, 2036
I-54-A                   Variable(2)       $       197,332.91  February 25, 2036
I-54-B                   Variable(2)       $       197,332.91  February 25, 2036
I-55-A                   Variable(2)       $       191,097.65  February 25, 2036
I-55-B                   Variable(2)       $       191,097.65  February 25, 2036
I-56-A                   Variable(2)       $       185,069.30  February 25, 2036
I-56-B                   Variable(2)       $       185,069.30  February 25, 2036
I-57-A                   Variable(2)       $       179,365.82  February 25, 2036
I-57-B                   Variable(2)       $       179,365.82  February 25, 2036
I-58-A                   Variable(2)       $       173,685.41  February 25, 2036
I-58-B                   Variable(2)       $       173,685.41  February 25, 2036
I-59-A                   Variable(2)       $       168,183.68  February 25, 2036
I-59-B                   Variable(2)       $       168,183.68  February 25, 2036
I-60-A                   Variable(2)       $     5,091,896.42  February 25, 2036
I-60-B                   Variable(2)       $     5,091,896.42  February 25, 2036
II-Non-Swap              Variable(2)       $    36,047,085.52  February 25, 2036
II-6-A                   Variable(2)       $     4,970,355.32  February 25, 2036
II-6-B                   Variable(2)       $     4,970,355.32  February 25, 2036
II-7-A                   Variable(2)       $     5,371,622.94  February 25, 2036
II-7-B                   Variable(2)       $     5,371,622.94  February 25, 2036
II-8-A                   Variable(2)       $     5,712,118.66  February 25, 2036
II-8-B                   Variable(2)       $     5,712,118.66  February 25, 2036
II-9-A                   Variable(2)       $     5,656,020.42  February 25, 2036
II-9-B                   Variable(2)       $     5,656,020.42  February 25, 2036
II-10-A                  Variable(2)       $     5,405,431.18  February 25, 2036
II-10-B                  Variable(2)       $     5,405,431.18  February 25, 2036
II-11-A                  Variable(2)       $     5,162,451.73  February 25, 2036
II-11-B                  Variable(2)       $     5,162,451.73  February 25, 2036
II-12-A                  Variable(2)       $     4,929,315.15  February 25, 2036
II-12-B                  Variable(2)       $     4,929,315.15  February 25, 2036
II-13-A                  Variable(2)       $     4,706,836.28  February 25, 2036
II-13-B                  Variable(2)       $     4,706,836.28  February 25, 2036
II-14-A                  Variable(2)       $     4,494,523.71  February 25, 2036
II-14-B                  Variable(2)       $     4,494,523.71  February 25, 2036
II-15-A                  Variable(2)       $     4,291,908.73  February 25, 2036
II-15-B                  Variable(2)       $     4,291,908.73  February 25, 2036
II-16-A                  Variable(2)       $     4,098,539.60  February 25, 2036
II-16-B                  Variable(2)       $     4,098,539.60  February 25, 2036
II-17-A                  Variable(2)       $     3,914,000.28  February 25, 2036
II-17-B                  Variable(2)       $     3,914,000.28  February 25, 2036
II-18-A                  Variable(2)       $     3,737,965.85  February 25, 2036
II-18-B                  Variable(2)       $     3,737,965.85  February 25, 2036
II-19-A                  Variable(2)       $     3,569,857.77  February 25, 2036
II-19-B                  Variable(2)       $     3,569,857.77  February 25, 2036
II-20-A                  Variable(2)       $     3,412,664.52  February 25, 2036
II-20-B                  Variable(2)       $     3,412,664.52  February 25, 2036
II-21-A                  Variable(2)       $     3,253,420.42  February 25, 2036
II-21-B                  Variable(2)       $     3,253,420.42  February 25, 2036
II-22-A                  Variable(2)       $     3,104,133.60  February 25, 2036
II-22-B                  Variable(2)       $     3,104,133.60  February 25, 2036
II-23-A                  Variable(2)       $     2,965,142.34  February 25, 2036
II-23-B                  Variable(2)       $     2,965,142.34  February 25, 2036
II-24-A                  Variable(2)       $    40,997,395.41  February 25, 2036
II-24-B                  Variable(2)       $    40,997,395.41  February 25, 2036
II-25-A                  Variable(2)       $       906,749.73  February 25, 2036
II-25-B                  Variable(2)       $       906,749.73  February 25, 2036
II-26-A                  Variable(2)       $       870,574.49  February 25, 2036
II-26-B                  Variable(2)       $       870,574.49  February 25, 2036
II-27-A                  Variable(2)       $       835,895.07  February 25, 2036
II-27-B                  Variable(2)       $       835,895.07  February 25, 2036
II-28-A                  Variable(2)       $       802,647.60  February 25, 2036
II-28-B                  Variable(2)       $       802,647.60  February 25, 2036
II-29-A                  Variable(2)       $       770,771.03  February 25, 2036
II-29-B                  Variable(2)       $       770,771.03  February 25, 2036
II-30-A                  Variable(2)       $       740,206.96  February 25, 2036
II-30-B                  Variable(2)       $       740,206.96  February 25, 2036
II-31-A                  Variable(2)       $       711,261.29  February 25, 2036
II-31-B                  Variable(2)       $       711,261.29  February 25, 2036
II-32-A                  Variable(2)       $       682,696.92  February 25, 2036
II-32-B                  Variable(2)       $       682,696.92  February 25, 2036
II-33-A                  Variable(2)       $       655,041.08  February 25, 2036
II-33-B                  Variable(2)       $       655,041.08  February 25, 2036
II-34-A                  Variable(2)       $       629,249.14  February 25, 2036
II-34-B                  Variable(2)       $       629,249.14  February 25, 2036
II-35-A                  Variable(2)       $       604,518.99  February 25, 2036
II-35-B                  Variable(2)       $       604,518.99  February 25, 2036
II-36-A                  Variable(2)       $     6,338,848.51  February 25, 2036
II-36-B                  Variable(2)       $     6,338,848.51  February 25, 2036
II-37-A                  Variable(2)       $       286,430.59  February 25, 2036
II-37-B                  Variable(2)       $       286,430.59  February 25, 2036
II-38-A                  Variable(2)       $       277,402.40  February 25, 2036
II-38-B                  Variable(2)       $       277,402.40  February 25, 2036
II-39-A                  Variable(2)       $       268,657.22  February 25, 2036
II-39-B                  Variable(2)       $       268,657.22  February 25, 2036
II-40-A                  Variable(2)       $       260,186.19  February 25, 2036
II-40-B                  Variable(2)       $       260,186.19  February 25, 2036
II-41-A                  Variable(2)       $       251,980.78  February 25, 2036
II-41-B                  Variable(2)       $       251,980.78  February 25, 2036
II-42-A                  Variable(2)       $       244,032.67  February 25, 2036
II-42-B                  Variable(2)       $       244,032.67  February 25, 2036
II-43-A                  Variable(2)       $       236,333.84  February 25, 2036
II-43-B                  Variable(2)       $       236,333.84  February 25, 2036
II-44-A                  Variable(2)       $       228,876.51  February 25, 2036
II-44-B                  Variable(2)       $       228,876.51  February 25, 2036
II-45-A                  Variable(2)       $       221,653.13  February 25, 2036
II-45-B                  Variable(2)       $       221,653.13  February 25, 2036
II-46-A                  Variable(2)       $       214,656.39  February 25, 2036
II-46-B                  Variable(2)       $       214,656.39  February 25, 2036
II-47-A                  Variable(2)       $       207,879.21  February 25, 2036
II-47-B                  Variable(2)       $       207,879.21  February 25, 2036
II-48-A                  Variable(2)       $       201,314.74  February 25, 2036
II-48-B                  Variable(2)       $       201,314.74  February 25, 2036
II-49-A                  Variable(2)       $       194,956.33  February 25, 2036
II-49-B                  Variable(2)       $       194,956.33  February 25, 2036
II-50-A                  Variable(2)       $       188,797.54  February 25, 2036
II-50-B                  Variable(2)       $       188,797.54  February 25, 2036
II-51-A                  Variable(2)       $       182,832.13  February 25, 2036
II-51-B                  Variable(2)       $       182,832.13  February 25, 2036
II-52-A                  Variable(2)       $       177,054.06  February 25, 2036
II-52-B                  Variable(2)       $       177,054.06  February 25, 2036
II-53-A                  Variable(2)       $       171,457.47  February 25, 2036
II-53-B                  Variable(2)       $       171,457.47  February 25, 2036
II-54-A                  Variable(2)       $       166,064.98  February 25, 2036
II-54-B                  Variable(2)       $       166,064.98  February 25, 2036
II-55-A                  Variable(2)       $       160,817.72  February 25, 2036
II-55-B                  Variable(2)       $       160,817.72  February 25, 2036
II-56-A                  Variable(2)       $       155,744.57  February 25, 2036
II-56-B                  Variable(2)       $       155,744.57  February 25, 2036
II-57-A                  Variable(2)       $       150,944.83  February 25, 2036
II-57-B                  Variable(2)       $       150,944.83  February 25, 2036
II-58-A                  Variable(2)       $       146,164.49  February 25, 2036
II-58-B                  Variable(2)       $       146,164.49  February 25, 2036
II-59-A                  Variable(2)       $       141,534.53  February 25, 2036
II-59-B                  Variable(2)       $       141,534.53  February 25, 2036
II-60-A                  Variable(2)       $     4,285,071.81  February 25, 2036
II-60-B                  Variable(2)       $     4,285,071.81  February 25, 2036
P                           0.00%          $           100.00  February 25, 2036


---------------------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for each REMIC I Regular Interest.
(2)   Calculated in accordance with the definition of "Uncertificated REMIC I
      Pass-Through Rate" herein.

                                    REMIC II

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


                        Uncertificated         Initial
                           REMIC II         Uncertificated     Latest Possible
    Designation       Pass-Through Rate   Principal Balance   Maturity Date (1)
    -----------       -----------------   -----------------   -----------------
         AA              Variable(2)       $   346,011,158.13 February 25, 2036
       I-A-1             Variable(2)       $       991,290.00 February 25, 2036
       I-A-2             Variable(2)       $       373,190.00 February 25, 2036
       I-A-3             Variable(2)       $        71,550.00 February 25, 2036
        II-A             Variable(2)       $     1,208,485.00 February 25, 2036
        M-1              Variable(2)       $       164,180.00 February 25, 2036
        M-2              Variable(2)       $       130,635.00 February 25, 2036
        M-3              Variable(2)       $        79,440.00 February 25, 2036
        M-4              Variable(2)       $        68,850.00 February 25, 2036
        M-5              Variable(2)       $        65,320.00 February 25, 2036
        M-6              Variable(2)       $        60,020.00 February 25, 2036
        M-7              Variable(2)       $        54,725.00 February 25, 2036
        M-8              Variable(2)       $        49,430.00 February 25, 2036
        M-9              Variable(2)       $        40,605.00 February 25, 2036
        M-10             Variable(2)       $        44,135.00 February 25, 2036
         ZZ              Variable(2)       $     3,659,597.21 February 25, 2036
         IO                  (2)                 (3)          February 25, 2036
         P                  0.00%          $           100.00 February 25, 2036
       1-Sub             Variable(2)       $         9,624.61 February 25, 2036
       1-Grp             Variable(2)       $        38,345.21 February 25, 2036
       2-Sub             Variable(2)       $         8,099.61 February 25, 2036
       2-Grp             Variable(2)       $        32,269.31 February 25, 2036
         XX              Variable(2)       $   352,984,271.59 February 25, 2036

---------------------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for each REMIC II Regular Interest.
(2)   Calculated in accordance with the definition of "Uncertificated REMIC II
      Pass-Through Rate" herein.
(3)   REMIC II Regular Interest IO 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.

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

                                    REMIC III

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

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

      Each Certificate, other than the Class P, Class CE and Class R
Certificates, represents ownership of a Regular Interest in REMIC III and also
represents (i) the right to receive payments with respect to the Basis Risk
Shortfall Carry Forward Amount (as defined herein) and (ii) the obligation to
pay Class IO Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each Certificate shall be
equal in amount and timing to the entitlement to principal of such Certificate.

                                               Initial
                                           Certificate or
                                           Uncertificated      Latest Possible
    Designation       Pass-Through Rate   Principal Balance   Maturity Date(1)
    -----------       -----------------   -----------------   ----------------
      I-A-1(2)           Variable(3)       $ 198,258,000.00   February 25, 2036
      I-A-2(2)           Variable(3)       $  74,638,000.00   February 25, 2036
      I-A-3(2)           Variable(3)       $  14,310,000.00   February 25, 2036
      II-A(2)            Variable(3)       $  24,697,000.00   February 25, 2036
       M-1(2)            Variable(3)       $  32,836,000.00   February 25, 2036
       M-2(2)            Variable(3)       $  26,127,000.00   February 25, 2036
       M-3(2)            Variable(3)       $  15,888,000.00   February 25, 2036
       M-4(2)            Variable(3)       $  13,770,000.00   February 25, 2036
       M-5(2)            Variable(3)       $  13,064,000.00   February 25, 2036
       M-6(2)            Variable(3)       $  12,004,000.00   February 25, 2036
       M-7(2)            Variable(3)       $  10,945,000.00   February 25, 2036
       M-8(2)            Variable(3)       $   9,886,000.00   February 25, 2036
       M-9(2)            Variable(3)       $   8,121,000.00   February 25, 2036
      M-10(2)            Variable(3)       $   8,827,000.00   February 25, 2036
 Class CE Interest     Variable(3)(4)      $  25,774,220.67   February 25, 2036
  Class P Interest        0.00%(5)         $         100.00   February 25, 2036
 Class IO Interest           (6)                 (7)          February 25, 2036

-------------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date in the month following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for each REMIC III Regular Interest.
(2)   This Class of Certificates represents ownership of a Regular Interest in
      REMIC III. Any amount distributed on this Class of Certificates on any
      Distribution Date in excess of the amount distributable on the related
      Regular Interest in REMIC III on such Distribution Date shall be treated
      for federal income tax purposes as having been paid from the Reserve Fund
      or the Supplemental Interest Trust, as applicable, and any amount
      distributable on the related Regular Interest in REMIC III on such
      Distribution Date in excess of the amount distributable on such Class of
      Certificates on such Distribution Date shall be treated for such purposes
      as having been distributed to the Holders of such Certificates and then
      paid by such Holders to the Supplemental Interest Trust, all pursuant to
      and as further provided in Section 3.21 hereof.
(3)   Calculated in accordance with the definition of "Pass-Through Rate"
      herein. Each Regular Interest in REMIC III (other than the Class CE, P and
      IO Interests) which corresponds to a Class A Certificate or Class M
      Certificate will have the same Pass-Through Rate as such Certificate,
      except with respect to the Net Rate Cap. The Net Rate Cap for each such
      Regular Interest in REMIC III and Certificate is specified in the
      definition of "Net Rate Cap".
(4)   The Class CE Interest will accrue interest at its variable Pass-Through
      Rate on the Uncertificated Notional Amount of the Class CE Interest
      outstanding from time to time which shall equal the aggregate
      Uncertificated Principal Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest P). The Class CE Interest will not accrue
      interest on its Uncertificated Principal Balance.
(5)   The Class P Interest is not entitled to distributions in respect of
      interest.
(6)   For federal income tax purposes, the Class IO Interest will not have a
      Pass-Through Rate, but will be entitled to 100% of the amounts distributed
      on REMIC II Regular Interest IO.
(7)   For federal income tax purposes, the Class IO Interest will not have an
      Uncertificated Principal Balance, but will have a notional amount equal to
      the Uncertificated Notional Amount of REMIC II Regular Interest IO.

                                    REMIC IV

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

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

                                               Initial
                                             Certificate       Latest Possible
 Class Designation    Pass-Through Rate   Principal Balance   Maturity Date(1)
 -----------------    -----------------   -----------------   -----------------
         CE              Variable(2)       $25,774,220.67     February 25, 2036
---------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for the Class CE Certificates.
(2)   The Class CE Certificates will receive 100% of amounts received in respect
      of the Class CE Interest.

                                     REMIC V

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

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

                                               Initial
                                             Certificate       Latest Possible
 Class Designation    Pass-Through Rate   Principal Balance   Maturity Date(1)
 -----------------    -----------------   -----------------   -----------------
         P                0.00%(2)         $       100.00     February 25, 2036

---------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for the Class P Certificates.
(2)   The Class P Certificates will receive 100% of amounts received in respect
      of the Class P Interest.

                                    REMIC VI

      As provided herein, the Trustee shall elect to treat the segregated pool
of assets consisting of the Class IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC VI".
The Class R-6 Interest represents the sole class of Residual Interests in REMIC
VI for purposes of the REMIC Provisions.

      The following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
the indicated class of interests that represents a Regular Interest in REMIC VI
created hereunder:

                                               Initial
                                           Uncertificated     Latest Possible
    Designation       Pass-Through Rate   Principal Balance   Maturity Date(1)
    -----------       -----------------   -----------------   -----------------
       IO(2)                 (3)                 (4)          February 25, 2036

---------------
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for REMIC VI Regular Interest IO.
(2)   REMIC VI Regular Interest IO will be held as an asset of the Supplemental
      Interest Trust.
(3)   REMIC VI Regular Interest IO will not have a Pass-Through Rate, but will
      receive 100% of amounts received in respect of the Class IO Interest.
(4)   REMIC VI Regular Interest IO will not have an Uncertificated Principal
      Balance, but will have a notional amount equal to the Uncertificated
      Notional Amount of the Class IO Interest.

      The Trust Fund shall be named, and may be referred to as, the "Bear
Stearns Asset Backed Securities I Trust 2006-HE2." The Certificates issued
hereunder may be referred to as "Asset-Backed Certificates, Series 2006-HE2"
(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 Sponsor 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
otherwise expressly provided or unless the context otherwise requires, shall
have the meanings specified in this Article:

      ACCEPTED SERVICING PRACTICES: With respect to each Mortgage Loan, those
mortgage servicing practices and 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 Mortgage
Loans in the jurisdictions in which the related Mortgage 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 Master Servicer 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.

      ACCOUNT:  The  Distribution  Account,  the Reserve Fund,  the Derivative
Account, the Class P Certificate Account and the Protected Account.

      ACCRUAL PERIOD: With respect to the Certificates (other than the Class CE,
Class P and the Residual Certificates) and any Distribution Date, the period
from and including the immediately preceding Distribution Date (or with respect
to the first Accrual Period, the Closing Date) to and including the day prior to
such Distribution Date. With respect to the Class CE Certificates and the Class
CE Interest and any Distribution Date, the calendar month immediately preceding
such Distribution Date. All calculations of interest on the Certificates (other
than the Class CE, Class P and the Residual Certificates) will be made on the
basis of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interest and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day months.

      ADDITIONAL DISCLOSURE: As defined in Section 3.16(a)(v).

      ADDITIONAL FORM 10-D DISCLOSURE:  As defined in Section 3.16(a)(ii).

      ADDITIONAL FORM 10-K DISCLOSURE:  As defined in Section 3.16(a)(iv).

      ADVANCE: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by the Master Servicer as
provided in Section 5.01 hereof.

      AFFECTED PARTY:  As defined in the Swap Agreement.

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

      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.

      AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the
aggregate amount held in the Protected Account at the close of business on the
immediately preceding Determination Date on account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage Loans due after
the related Due Period and (ii) Principal Prepayments, Liquidation Proceeds,
Subsequent Recoveries and Insurance Proceeds received in respect of such
Mortgage Loans after the last day of the related Prepayment Period.

      APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution Date and a
Class of Class A Certificates and Class M Certificates, the sum of the Realized
Losses with respect to the Mortgage Loans which have been applied in reduction
of the Certificate Principal Balance of a Class of Certificates pursuant to
Section 5.05 of this Agreement which have not previously been reimbursed or
reduced by any Subsequent Recoveries applied to such Applied Realized Loss
Amount.

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

      ASSESSMENT OF COMPLIANCE:  As defined in Section 3.14.

      ATTESTATION REPORT:  As defined in Section 3.14.

      BACK-UP CERTIFICATION:  As defined in Section 3.16(a)(iv).

      BASIS RISK SHORTFALL CARRY FORWARD AMOUNT: With respect to any
Distribution Date and any Class of Class A Certificates and Class M
Certificates, an amount equal to the sum of (A) the excess, if any, of (a) the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class been
calculated at a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin, over (b) the amount of Current Interest that such Class
received on such Distribution Date if the Pass-Through Rate is limited to the
related Net Rate Cap and (B) the amount in clause (A) for all previous
Distribution Dates not previously paid, together with interest thereon at a rate
equal to the related Pass-Through Rate for such Distribution Date.

      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 6.06). As of the Closing Date, each Class
of Regular Certificates (other than the Class M-10, Class CE and Class P
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, Chicago,
Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office
of the Trustee or the principal office of the Master Servicer is located as
authorized or obligated by law or executive order to be closed.

      CAP RATE: With respect to the Yield Maintenance Agreement, the rates set
forth therefor in Exhibit O.

      CERTIFICATE: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-5.

      CERTIFICATE MARGIN: With respect to the Class I-A-1 Certificates and, for
purposes of the definition of "One-Month LIBOR Pass-Through Rate", REMIC II
Regular Interest I-A-1, 0.080% per annum.

      With respect to the Class I-A-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
I-A-2, 0.200% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.400% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class I-A-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
I-A-3, 0.320% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.640% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class II-A Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
II-A, 0.200% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.400% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-1 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-1, 0.400% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.600% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-2, 0.410% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.615% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-3, 0.430% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.645% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-4 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-4, 0.600% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.900% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-5 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-5, 0.600% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.900% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-6 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-6, 0.730% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.095% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-7 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-7, 1.400% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.100% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-8 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-8, 1.550% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.325% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-9 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-9, 2.250% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 3.375% per annum in
the case of each Distribution Date thereafter.

      With respect to the Class M-10 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-10, 2.250% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 3.375% per annum in
the case of each Distribution Date thereafter.

      CERTIFICATE NOTIONAL AMOUNT: With respect to the Class CE Certificates and
any Distribution Date, an amount equal to the Stated Principal Balance of the
Mortgage Loans as of the beginning of the related Due Period. The initial
Certificate Notional Amount of the Class CE Certificates shall be
$706,145,220.67. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution Date.

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

      CERTIFICATE  REGISTER:  The register maintained pursuant to Section 6.02
hereof.

      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).

      CERTIFICATION PARTIES:  As defined in Section 3.16(a)(iv).

      CERTIFYING PERSON:  As defined in Section 3.16(a)(iv).

      CLASS:  All  Certificates  bearing  the same  Class  designation  as set
forth in Section 6.01 hereof.

      CLASS A CERTIFICATES:  Any of the Class I-A-1,  Class I-A-2, Class I-A-3
and Class II-A Certificates.

      CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Distribution Amount for such
Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1) 49.80% and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period), and (b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,530,726.

      CLASS I-A CERTIFICATES: Any of the Class I-A-1, Class I-A-2 and Class
I-A-3 Certificates.

      CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class I-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 I-A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS I-A-2 CERTIFICATE: Any Certificate designated as a "Class I-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 I-A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS I-A-3 CERTIFICATE: Any Certificate designated as a "Class I-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 I-A-3 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS I-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, with
respect to the Class I-A Certificates and any Distribution Date, is the product
of the Class A Principal Distribution Amount and a fraction, the numerator of
which is the Principal Funds for Loan Group I for such Distribution Date and the
denominator of which is the Principal Funds for both Loan Groups for such
Distribution Date.

      CLASS II-A CERTIFICATE: Any Certificate designated as a "Class II-A
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 II-A Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS II-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, with
respect to the Class II-A Certificates and any Distribution Date, is the product
of the Class A Principal Distribution Amount and a fraction, the numerator of
which is the Principal Funds for Loan Group II for such Distribution Date and
the denominator of which is the Principal Funds for both Loan Groups for such
Distribution Date.

      CLASS CE CERTIFICATE: Any Certificate designated as a "Class CE
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class CE Certificates herein and evidencing (i) a Regular Interest in REMIC
IV, (ii) the obligation to pay Basis Risk Shortfall Carry Forward Amounts and
(iii) the right to receive Class IO Distribution Amounts.

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

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

      CLASS IO DISTRIBUTION AMOUNT: As defined in Section 3.21 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Derivative Administrator on such
Distribution Date in excess of the amount payable on REMIC VI Regular Interest
IO on such Distribution Date, all as further provided in Section 3.21 hereof.

      CLASS IO INTEREST: An uncertificated interest in the Trust Fund held by
the Trustee on behalf of the Holders of REMIC VI Regular Interest IO, evidencing
a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      CLASS M CERTIFICATES: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
Certificates.

      CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1
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 M-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance of
the Class M-1 Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 59.10% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2
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 M-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (3) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 66.50% and (y) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period)
minus $3,530,726.

      CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class M-3
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 M-3 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class
M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 71.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class M-4
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 M-4 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 74.90% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class M-5
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 M-5 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount and
the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 78.60% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-6 CERTIFICATE: Any Certificate designated as a "Class M-6
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 M-6 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount and the Class M-5 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 82.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-7 CERTIFICATE: Any Certificate designated as a "Class M-7
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 M-7 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount and the Class M-6 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance of
the Class M-7 Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 85.10% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-8 CERTIFICATE: Any Certificate designated as a "Class M-8
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 M-8 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (9) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 87.90% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $3,530,726.

      CLASS M-9 CERTIFICATE: Any Certificate designated as a "Class M-9
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 M-9 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount and the Class M-8 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date) and (10) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 90.20% and (y) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period)
minus $3,530,726.

      CLASS M-10 CERTIFICATE: Any Certificate designated as a "Class M-10
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 M-10 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

      CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount, the Class M-8 Principal Distribution Amount and the Class
M-9 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (10) the Certificate Principal Balance of the Class M-9
Certificates (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 92.70%
and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,530,726.

      CLASS P CERTIFICATE: Any Certificate designated as a "Class P Certificate"
on the face thereof, in the form of Exhibit A-3 hereto, representing the right
to its Percentage Interest of distributions provided for the Class P
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
V and (ii) the right to receive any Prepayment Charge Waiver Amounts.

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

      CLASS P CERTIFICATE ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee
for the benefit of the Class P Certificateholders.

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

      CLASS R-1 CERTIFICATE: Any Certificate designated a "Class R-1
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC I and representing the right to the
Percentage Interest of distributions provided for the Class R-1 Certificates as
set forth herein.

      CLASS R-2 CERTIFICATE: Any Certificate designated a "Class R-2
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC II and representing the right to the
Percentage Interest of distributions provided for the Class R-2 Certificates as
set forth herein.

      CLASS R-3 CERTIFICATE: Any Certificate designated a "Class R-3
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC III and representing the right to the
Percentage Interest of distributions provided for the Class R-3 Certificates as
set forth herein.

      CLASS RX CERTIFICATE: Any Certificate designated a "Class RX Certificate"
on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the
ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest
and representing the right to the Percentage Interest of distributions provided
for the Class RX Certificates as set forth herein.

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

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

      CLASS R-6 INTEREST: The uncertificated Residual Interest in REMIC VI.

      CLOSING DATE:  February 28, 2006.

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

      COMMISSION:  The U.S. Securities and Exchange Commission.

      COMPENSATING INTEREST: An amount, not to exceed the Servicing Fee, to be
deposited in the Protected Account by the Master Servicer to the payment of a
Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement.

      CORPORATE TRUST OFFICE: The designated 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 135 South LaSalle Street, Suite 1625, Chicago, Illinois,
60603 Attention: Global Securities and Trust Services Group - Bear Stearns Asset
Backed Securities I LLC, Series 2006-HE2, or at such other address as the
Trustee may designate from time to time.

      CORRESPONDING CERTIFICATE: With respect to each REMIC II Regular Interest
(other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX,
IO and P), the Certificate with the corresponding designation. With respect to
each REMIC III Regular Interest (other than the Class CE Interest, the Class P
Interest and the Class IO Interest), the related Certificate representing an
ownership therein.

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

      CURRENT SPECIFIED ENHANCEMENT PERCENTAGE: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class M Certificates and (ii) the
Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the related Due
Period.

      CUSTODIAL AGREEMENT: An agreement, dated as of February 28, 2006, among
the Depositor, EMC, as Sponser, a Seller and as Master Servicer, Master Funding
as a Seller, the Trustee and the Custodian in substantially the form of Exhibit
J hereto.

      CUSTODIAN:   LaSalle  Bank  National   Association,   or  any  successor
custodian  appointed  pursuant  to the  provisions  hereof  and the  Custodial
Agreement.

      CUT-OFF DATE:  The close of business on February 1, 2006.

      CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business 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 $706,145,220.67.

      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.

      DEFAULTING PARTY:  As defined in the Swap Agreement.

      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 6.06.

      DELETED  MORTGAGE  LOAN: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

      DELINQUENCY EVENT: A Delinquency Event shall have occurred and be
continuing if at any time, (x) the percent equivalent of a fraction, the
numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent (including for this purpose any such
Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property is REO Property), and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans as
of the last day of the related Due Period exceeds (y) 31.75% of the Current
Specified Enhancement Percentage.

      DELINQUENT: A Mortgage Loan is "delinquent" if any payment due thereon is
not made pursuant to the terms of such Mortgage Loan by the close of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.

      DENOMINATION: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Principal Balance or Initial Notional Amount of
this Certificate".

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

      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 among the Depositor, the Trustee 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.

      DERIVATIVE ACCOUNT: The separate trust account created and maintained by
the Derivative Administrator, and held within the Supplemental Interest Trust,
pursuant to the Derivative Administration Agreement.

      DERIVATIVE ADMINISTRATOR: LaSalle Bank National Association acting as
derivative administrator under the Derivative Administration Agreement.

      DERIVATIVE ADMINISTRATION AGREEMENT: The Derivative Administration
Agreement, dated February 28, 2006, pursuant to which the Derivative
Administrator will make payments to the Swap Provider and the Trust Fund, and
certain other payments, as such agreement may be amended or supplemented from
time to time.

      DETERMINATION DATE: With respect to any Distribution Date, the 15th day of
the month of such Distribution Date or, if such 15th day is not a Business Day,
the immediately preceding Business Day.
      DISTRIBUTION ACCOUNT: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.04 in the name of the Trustee for the
benefit of the Certificateholders designated "LaSalle Bank National Association,
in trust for registered holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-HE2". Funds in the Distribution Account
shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement.

      DISTRIBUTION  ACCOUNT  DEPOSIT  DATE:  The  Business  Day  prior to each
Distribution Date.

      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 March 2006.

      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.

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

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

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

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

      ERISA  RESTRICTED  CERTIFICATES:  Any  of  the  Class  CE,  Class  P and
Residual Certificates.

      EVENT OF DEFAULT:  As defined in Section 8.01 hereof.

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

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

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

      EXCESS SPREAD: With respect to any Distribution Date, the excess, if any,
of (i) the Interest Funds for such Distribution Date over (ii) the sum of the
Current Interest on the Class A Certificates and Class M Certificates and
Interest Carry Forward Amounts on the Class A Certificates (other than Interest
Carry Forward Amounts paid pursuant to Sections 5.04(a)(4)(A), in each case for
such Distribution Date.

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

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

      FANNIE   MAE:   Fannie  Mae   (formerly,   Federal   National   Mortgage
Association), or any successor thereto.

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

      FINAL  CERTIFICATION:  The  certification  substantially  in the form of
Exhibit Three to the Custodial Agreement.

      FINAL RECOVERY DETERMINATION: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property purchased by EMC
(on its own behalf as a seller and on behalf of Master Funding) pursuant to or
as contemplated by Section 2.03(c) or Section 10.01), a determination made by
the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Master Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Trustee shall maintain records, based solely on information
provided by the Master Servicer, of each Final Recovery Determination made
thereby.

      FIRREA: The Financial  Institutions  Reform,  Recovery,  and Enforcement
Act of 1989.

      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 1 to November 30, as
applicable.

      FITCH:  Fitch, Inc. and any successor thereto.

      FORM 8-K DISCLOSURE INFORMATION:  As defined in Section 3.16(a)(iii).

      FREDDIE MAC:  Federal Home Loan Mortgage  Corporation,  or any successor
thereto.

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

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

      GROUP I LOANS:  The Mortgage  Loans  identified  as such on the Mortgage
Loan Schedule.

      GROUP I PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the product of the Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for both Loan Groups for such Distribution Date.

      GROUP II LOANS:  The Mortgage  Loans  identified as such on the Mortgage
Loan Schedule.

      GROUP II PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the product of the Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the Principal Funds for Loan
Group II for such Distribution Date and the denominator of which is the
Principal Funds for both Loan Groups for such Distribution Date.

      INDEMNIFIED PERSONS: The Trustee, the Master Servicer, 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.

      INDEX: With respect to each Adjustable Rate Mortgage Loan and with respect
to each related Adjustment Date, the index as specified in the related Mortgage
Note.

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

      INITIAL CERTIFICATION: The certification substantially in the form of
Exhibit One to the Custodial Agreement.

      INITIAL   CERTIFICATE   PRINCIPAL   BALANCE:   With   respect   to   any
Certificate,  the  Certificate  Principal  Balance of such  Certificate or any
predecessor Certificate on the Closing Date.

      INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements of
Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or any
entity all of the equity Holders in which come within such paragraphs.

      INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy and any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Master 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 Master 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 any insurance policy with respect to
the Mortgage Loans.

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

      INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business Day
preceding the commencement of each Accrual Period.

      INTEREST FUNDS: With respect to each Loan Group and 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 made on or prior to the related Distribution
Account Deposit Date, (c) all Compensating Interest with respect to the Mortgage
Loans and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and
Subsequent Recoveries with respect to the Mortgage Loans collected during the
related Prepayment Period (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to interest), (e) all amounts relating to interest
with respect to each Mortgage Loan repurchased by EMC (on its own behalf as a
Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 and
by the Master Servicer pursuant to Section 3.19, in each case to the extent
remitted by the Master Servicer to the Distribution Account pursuant to this
Agreement and (f) the interest portion of any proceeds received from the
exercise of an Optional Termination, minus (i) all amounts relating to interest
required to be reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set
forth in this Agreement, and (ii) any Net Swap Payment or Swap Termination
Payment (not due to a Swap Provider Trigger Event and to the extent not paid by
the Derivative Administrator from any upfront payment received pursuant to any
replacement interest rate swap agreements that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Derivative Administrator for
payment to the Swap Provider for such Distribution Date and any such payments
remaining unpaid for any prior Distribution Dates.

      INTERIM CERTIFICATION: The certification substantially in the form of
Exhibit Two to the Custodial Agreement.

      LASALLE:  LaSalle Bank National Association, and any successor thereto.

      LAST SCHEDULED DISTRIBUTION DATE: Solely for purposes of the face of the
Certificates as follows: with respect to the Certificates, other than the Class
I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in
February 2036; with respect to the Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in February 2030 and May 2035, respectively.

      LATEST POSSIBLE MATURITY DATE: February 25, 2036, which is the
Distribution Date in the month following the final scheduled maturity date of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI
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.

      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 Master 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, 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.

      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.

      LOAN GROUP:  Any of Loan Group I or Loan Group II.

      LOAN  GROUP  I: The  group of  Mortgage  Loans  included  as such on the
Mortgage Loan Schedule.

      LOAN  GROUP II:  The group of  Mortgage  Loans  included  as such on the
Mortgage Loan Schedule.

      LOSS  ALLOCATION  LIMITATION:  The meaning  specified in Section 5.05(b)
hereof.

      LPMI FEE: The fee payable to the insurer for each Mortgage Loan subject to
an LPMI Policy as set forth in such LPMI Policy.

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

      MAJORITY CLASS CE CERTIFICATEHOLDER: The Holder of a 50.01% or greater
Percentage Interest in the Class CE Certificates.

      MARKER RATE: With respect to the Class CE Interest and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests
(other than REMIC II Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO
and P), with the rate on each such REMIC II Regular Interest (other than REMIC
II Regular Interest ZZ) subject to a cap equal to the lesser of (i) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the
Net Rate Cap for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date, and with the rate on REMIC II Regular Interest ZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that solely for this purpose, the related cap with respect to each REMIC II
Regular Interest (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp,
2-Sub, 2-Grp, IO and P) shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related Accrual Period.

      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:  EMC Mortgage  Corporation,  in its capacity as master
servicer, and its successors and assigns.

      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.

      MAXIMUM UNCERTIFICATED ACCRUED INTEREST DEFERRAL AMOUNT: With respect to
any Distribution Date, the excess of (i) accrued interest at the Uncertificated
REMIC II Pass-Through Rate applicable to REMIC II Regular Interest ZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance of
REMIC II Regular Interest ZZ minus the REMIC II Overcollateralized Amount, in
each case for such Distribution Date, over (ii) the aggregate amount of
Uncertificated Accrued Interest for such Distribution Date on the REMIC II
Regular Interests (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp,
2-Sub, 2-Grp, XX, IO and P), with the rate on each such REMIC II Regular
Interest subject to a cap equal to the lesser of (x) the One-Month LIBOR
Pass-Through Rate for the Corresponding Certificate and (y) the Net Rate Cap for
the REMIC III Regular Interest the ownership of which is represented by the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date; provided, however, that solely for this purpose, the related
cap with respect to each REMIC II Regular Interest (other than REMIC II Regular
Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) shall be multiplied
by a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.

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

      MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.

      MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R) 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 to the  Certificateholders
pursuant to Section 5.06.

      MOODY'S:  Moody's Investors Service, Inc., and any successor thereto.

      MORTGAGE: The mortgage, deed of trust or other instrument creating a first
or second lien on or first or second 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 Custodian to be added to the Mortgage File pursuant to this Agreement and
the Custodial 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.

      MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,
dated as of February 28, 2006, 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 10.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 10.01.

      MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to time
amended by EMC or the Master Servicer 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:

                  (i)      the Mortgage Loan identifying number;

                  (ii)     the current gross mortgage rate;

                  (iii)    the Servicing Fee Rate;

                  (iv)     the master servicing fee rate, if applicable;

                  (v)      the LPMI Fee, if applicable;

                  (vi)     the Trustee Fee Rate;

                  (vii)    the current net mortgage rate;

                  (viii)   the maturity date;

                  (ix)     the original principal balance;

                  (x)      the current principal balance;

                  (xi)     the stated original term to maturity;

                  (xii)    the stated remaining term to maturity;

                  (xiii)   the property type;

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

                  (xv)     with respect to each Adjustable Rate Mortgage Loan,
        the Minimum Mortgage Rate;

                  (xvi)    with respect to each Adjustable Rate Mortgage Loan,
        the Maximum Mortgage Rate;

                  (xvii)   with respect to each Adjustable Rate Mortgage Loan,
        the Gross Margin;

                  (xviii)  with respect to each Adjustable Rate Mortgage Loan,
        the next Adjustment Date;

                  (xix)    with respect to each Adjustable Rate Mortgage Loan,
        the Periodic Rate Cap;

                  (xx)     a code indicating whether such Mortgage Loan is a
        first lien Mortgage Loan or a second lien Mortgage Loan;

                  (xxi)    the Loan Group;

                  (xxii)   a code indicating whether the Mortgage Loan is an EMC
        Mortgage Loan or a Master Funding Mortgage Loan; and

                  (xxiii)  the Prepayment Charge, if any.

      Such schedule shall also set forth the aggregate Cut-off Date Principal
Balance for all of the Mortgage Loans.

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

      MORTGAGE RATE: With respect to each fixed rate Mortgage Loan, the rate set
forth in the related Mortgage Note. With respect to each Adjustable Rate
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, which rate (A) as of any date of determination until the first Adjustment
Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the rate as adjusted
on the most recent Adjustment Date, to equal the sum, rounded to the next
highest or nearest 0.125% (as provided in the Mortgage Note), of the Index,
determined as set forth in the related Mortgage Note, plus the related Gross
Margin subject to the limitations set forth in the related Mortgage Note. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

      MORTGAGED PROPERTY:  The underlying property securing a Mortgage Loan.

      MORTGAGOR:  The obligors on a Mortgage Note.

      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 Servicing Fee
Rate, (ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is
calculated, if any.

      NET RATE CAP: With respect to any Distribution Date and the Class I-A-1,
Class I-A-2 and Class I-A-3 Certificates, the excess, if any, of (A) a per annum
rate equal to the product of (x) the weighted average of the Net Mortgage Rates
on the then outstanding Mortgage Loans in Loan Group I, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, and (y) a fraction, the numerator of which is
30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period, over (B) an amount, expressed as a per annum rate, equal
to the sum of (i) the Net Swap Payment payable to the Swap Provider on such
Distribution Date and (ii) any Swap Termination Payment not due to a Swap
Provider Trigger Event payable to the Swap Provider (to the extent not paid by
the Derivative Administrator from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which is
represented by the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, a per
annum rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular Interest 1-Grp, weighted on the basis of
the Uncertificated Principal Balance of such REMIC II Regular Interest
immediately prior to such Distribution Date.

      With respect to any Distribution Date and the Class II-A Certificates, the
excess, if any, of (A) a per annum rate equal to the product of (x) the weighted
average of the Net Mortgage Rates on the then outstanding Mortgage Loans in Loan
Group II, weighted based on the Stated Principal Balances of such Mortgage Loans
as of the related Due Date prior to giving effect to any reduction in the Stated
Principal Balances of such Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed as
a per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap Provider on such Distribution Date and (ii) any Swap Termination Payment
not due to a Swap Provider Trigger Event payable to the Swap Provider (to the
extent not paid by the Derivative Administrator from any upfront payment
received pursuant to any replacement interest rate swap agreement that may be
entered into by the Supplemental Interest Trust Trustee), divided by the
aggregate outstanding Stated Principal Balance of the Mortgage Loans as of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, multiplied by 12. With respect
to any Distribution Date and the REMIC III Regular Interests the ownership of
which is represented by the Class II-A Certificates, a per annum rate equal to
the weighted average (adjusted for the actual number of days elapsed in the
related Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 2-Grp, weighted on the basis of the Uncertificated
Principal Balance of such REMIC II Regular Interest immediately prior to such
Distribution Date.

      With respect to any Distribution Date and the Class M Certificates, the
excess, if any, of (A) a per annum rate equal to the product of (x) the weighted
average of the weighted average of the Net Mortgage Rates on the then
outstanding Mortgage Loans in each Loan Group, weighted in proportion to the
results of subtracting from the aggregate Stated Principal Balances of each such
Loan Group as of the related Due Date prior to giving effect to any reduction in
the Stated Principal Balances of such Mortgage Loans on such Due Date, the
aggregate Certificate Principal Balance of the related Class or Classes of
Senior Certificates and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period, over (B) an amount, expressed as a per annum rate, equal to the sum of
(i) the Net Swap Payment payable to the Swap Provider on such Distribution Date
and (ii) any Swap Termination Payment not due to a Swap Provider Trigger Event
payable to the Swap Provider (to the extent not paid by the Derivative
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee), divided by the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of the related Due Date prior to giving effect
to any reduction in the Stated Principal Balances of such Mortgage Loans on such
Due Date, multiplied by 12. With respect to any Distribution Date and the REMIC
III Regular Interests the ownership of which is represented by the Class M
Certificates, a per annum rate equal to the weighted average (adjusted for the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rates on (a) REMIC II Regular Interest
1-Sub, subject to a cap and a floor equal to the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular Interest 1-Grp and (b) REMIC II Regular
Interest 2-Sub, subject to a cap and a floor equal to the Uncertificated REMIC
II Pass-Through Rate on REMIC II Regular Interest 2-Grp, in each case as
determined for such Distribution Date, weighted on the basis of the
Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.

      NET SWAP PAYMENT: With respect to each Distribution Date, the net payment
required to be made pursuant to the terms of the Swap Agreement by either the
Swap Provider or the Derivative Administrator, which net payment shall not take
into account any Swap Termination Payment.

      NON  BOOK-ENTRY  CERTIFICATE:  Any  Certificate  other than a Book-Entry
Certificate.

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

      NOTIONAL AMOUNT: With respect to each Distribution Date and the Swap
Agreement, the notional amount for the related calculation period as set forth
in the related schedule set forth in Exhibit M. With respect to each
Distribution Date and the Yield Maintenance Agreement, the lesser of (i) the
aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates at the beginning of the related calculation period, and (ii) the
notional amount for the related calculation period as set forth in the related
schedule set forth in Exhibit O.
      OFFERED CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-A-3, Class
II-A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8 and Class M-9 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 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 Sellers and/or the Trustee, as the case
may be, as required by this Agreement.

      ONE-MONTH LIBOR: With respect to any Accrual Period, 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 Telerate Screen 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 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 will be One-Month LIBOR
applicable to the preceding 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 Class A Certificates and Class M
Certificates for the related Accrual Period shall, in the absence of manifest
error, be final and binding.

      ONE-MONTH LIBOR PASS-THROUGH RATE: With respect to each Class A
Certificate and Class M Certificate and, for purposes of the definition of
"Marker Rate" and "Maximum Uncertificated Accrued Interest Deferral Amount", the
REMIC II Regular Interest for which such certificate is the Corresponding
Certificate, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.

      OPINION OF COUNSEL: A written opinion of counsel, who may be counsel for
EMC, the Depositor or the Master Servicer, reasonably acceptable to each
addressee of such opinion; provided that with respect to Section 2.05, 7.05,
7.07 or 11.01, or the interpretation or application of the REMIC Provisions,
such counsel must (i) in fact be independent of EMC, Depositor and the Master
Servicer, (ii) not have any direct financial interest in EMC, the Depositor or
the Master Servicer or in any affiliate of either, and (iii) not be connected
with EMC, the Depositor 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 Fund created hereunder
as a result of the purchase of all of the Mortgage Loans and any REO Property.

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

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

      OTS:  The Office of Thrift Supervision.

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

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

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

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

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

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

      OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any Distribution Date
(a) prior to the Stepdown Date, 3.65% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date
and if a Trigger Event is not in effect, the greater of (i) the lesser of (1)
3.65% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and (2) 7.30% of the then current aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) and (ii) $3,530,726 or
(c) on or after the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.

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

      PASS-THROUGH RATE: With respect to the Class A Certificates and Class M
Certificates and any Distribution Date, a rate per annum equal to the lesser of
(i) the related One-Month LIBOR Pass-Through Rate for such Distribution Date and
(ii) the related Net Rate Cap for such Distribution Date.

      With respect to the Class CE Interest and any Distribution Date, a rate
per annum equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amount determined for each REMIC II Regular Interest
(other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P)
equal to the product of (a) the excess, if any, of the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular Interest over the Marker Rate and
(y) a notional amount equal to the Uncertificated Principal Balance of such
REMIC II Regular Interest, and the denominator of which is the aggregate
Uncertificated Principal Balance of such REMIC II Regular Interests.

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

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

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

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

      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 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 each 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 (v) 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 short 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 each 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 short term rating by 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;

         (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 the Master Servicer 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 and 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 Master Servicer shall receive an Opinion of Counsel, at the
expense of the Master Servicer, 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) on electing large partnership within the
meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) or other entity (treated as a corporation
or a partnership for federal income tax purposes), created or organized in or
under the laws of the United States, any State thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI to fail to qualify as a REMIC at any time that any Certificates are
Outstanding. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception of
Freddie Mac, a majority of its board of directors is not selected by such
government unit.

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

      PREPAYMENT  ASSUMPTION:  The applicable  rate of prepayment as described
in the Prospectus Supplement.

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

      PREPAYMENT CHARGE WAIVER AMOUNT: Any amount paid by the Master Servicer to
the Trustee in respect of waived Prepayment Charges pursuant to Section 4.01(a).

      PREPAYMENT INTEREST SHORTFALL: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or that became a Liquidated Loan during the
related Prepayment Period, (other than a Principal Prepayment in full resulting
from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 or
10.01 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 Trustee Fee, (b) the Servicing Fee and the LPMI Fee, if any, in each case
with respect to the related Mortgage Loan.

      PREPAYMENT PERIOD: As to any Distribution Date, 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.

      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 Accrual Period for such Class relating to a
Distribution Date.

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

      PRINCIPAL FUNDS: With respect to each Loan Group and any Distribution
Date, (i) the sum, without duplication, of (a) all scheduled principal collected
during the related Due Period, (b) all Advances relating to principal made on or
before the Distribution Account Deposit Date, (c) Principal Prepayments
exclusive of prepayment charges or penalties collected during the related
Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in the
related Loan Group that was repurchased by EMC on its own behalf as a Seller and
on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 and by the
Master Servicer pursuant to Section 3.19, (e) the aggregate of all Substitution
Adjustment Amounts for the related Determination Date in connection with the
substitution of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation
Proceeds and Subsequent Recoveries collected during the related Prepayment
Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate
to principal), in each case to the extent remitted by the Master Servicer to the
Distribution Account pursuant to this Agreement and (g) amounts in respect of
principal paid by the Majority Class CE Certificateholder or the Master
Servicer, as applicable, pursuant to Section 10.01, minus (ii) all amounts
required to be reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set
forth in this Agreement and (iii) any Net Swap Payments or Swap Termination
Payments (not due to a Swap Provider Trigger Event and to the extent not paid by
the Derivative Administrator from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Derivative Administrator for
payment to the Swap Provider for such Distribution Date and any such payments
remaining unpaid for any prior Distribution Dates to the extent not paid from
Interest Funds.

      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, 3.19 and 10.01 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 Master Servicer, as appropriate, in
accordance with the terms of the related Mortgage Note.

      PRINCIPAL REMITTANCE AMOUNT: With respect to each Distribution Date, the
sum of the amounts listed in clauses (a) through (f) of the definition of
Principal Funds.

      PRIVATE CERTIFICATES: Any of the Class M-10, Class P, Class CE and
Residual Certificates.

      PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated February 23, 2006
relating to the public offering of the Class I-A-1, Class I-A-2, Class I-A-3,
Class II-A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates.

      PROTECTED ACCOUNT: The separate Eligible Account established and
maintained by the Master Servicer with respect to the Mortgage Loans and REO
Property in accordance with Section 4.01 hereof.

      PUD:  A Planned Unit Development.

      PURCHASE PRICE: With respect to any Mortgage Loan (x) required to be
repurchased by EMC pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a
right to purchase pursuant to Section 3.19 hereof, an amount equal to the sum of
(i) 100% of the outstanding principal balance of the Mortgage Loan as of the
date of such purchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (ii) accrued interest thereon at the applicable Mortgage Rate
through the first day of the month in which the Purchase Price is to be
distributed to Certificateholders, reduced by any portion of the Servicing Fee,
Servicing Advances and Advances payable to the purchaser of the Mortgage Loan
plus (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.

      QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated
under the Securities Act.

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

      REALIZED LOSS: With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor 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. In
addition, to the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan will be reduced to the extent such recoveries are distributed
to any Class of Certificates or applied to increase Excess Spread on any
Distribution Date.

      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 Certificates
(other than the Class M-10, Class CE, Class P and Residual Certificates), so
long as such Classes of Certificates are Book-Entry Certificates, the Business
Day preceding such Distribution Date, and otherwise, the close of business on
the last Business Day of the month preceding the month in which such
Distribution Date occurs. With respect to the Class M-10, Class CE, Class P and
Residual Certificates, so long as such Classes of Certificates remain non
Book-Entry 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
Master Servicer.

      REFERENCE BANK RATE: With respect to any 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 Class A Certificates and Class M
Certificates for such 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 Class A Certificates and Class M
Certificates for such 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. ss.ss.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
similar state law.

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

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

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

      REMIC I: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

      REMIC I GROUP I REGULAR INTERESTS: REMIC I Regular Interest I-Non-Swap and
REMIC I Regular I-6-A through REMIC I Regular Interest I-60-B as designated in
the Preliminary Statement hereto.

      REMIC I GROUP II REGULAR INTERESTS: REMIC I Regular Interest II-Non-Swap
and REMIC I Regular Interest II-6-A through REMIC I Regular Interest II-60-B as
designated in the Preliminary Statement hereto.

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

      REMIC II: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

      REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any Distribution
Date, an amount (subject to adjustment based on the actual number of days
elapsed in the respective Accrual Period) equal to (a) the product of (i) 50% of
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding and (ii) the Uncertificated REMIC II Pass-Through Rate for
REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

      REMIC II MARKER ALLOCATION PERCENTAGE: 50% of any amount payable or loss
allocable from the Mortgage Loans, which shall be allocated to REMIC II Regular
Interest AA, REMIC II Regular Interest ZZ, and each REMIC II Regular Interest
for which a Class A Certificate or Class M Certificate is a Corresponding
Certificate.

      REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of
the REMIC II Regular Interests (other than REMIC II Regular Interest P) minus
(ii) the aggregate Uncertificated Principal Balance of each REMIC II Regular
Interest for which a Class A Certificate or Class M Certificate is a
Corresponding Certificate, in each case, as of such date of determination.

      REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times
the aggregate Uncertificated Principal Balance of each REMIC II Regular Interest
for which a Class A Certificate or Class M Certificate is a Corresponding
Certificate and the denominator of which is the aggregate Uncertificated
Principal Balance of each REMIC II Regular Interest for which a Class A
Certificate or Class M Certificate is a Corresponding Certificate and REMIC II
Regular Interest ZZ.

      REMIC II SUB WAC ALLOCATION PERCENTAGE: 50% of any amount payable or loss
allocable from the Mortgage Loans, which shall be allocated to REMIC II Regular
Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest
2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX.

      REMIC II SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each REMIC II Regular Interest ending with the designation
"Sub", equal to the ratio among, with respect to each such REMIC II Regular
Interest, the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group I or the Mortgage Loans in Loan Group II, as
applicable, over (y) the current Certificate Principal Balance of the related
Class A Certificates.

      REMIC II REQUIRED OVERCOLLATERALIZATION AMOUNT: 0.50% of the
Overcollateralization Target Amount.

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

      REMIC III: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

      REMIC III REGULAR INTEREST: The Class CE Interest, Class P Interest, Class
IO Interest or any Regular Interest in REMIC III the ownership of which is
represented by any of the Class A Certificates or Class M Certificates.

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

      REMIC IV CERTIFICATE: Any Class CE Certificate or Class RX Certificate (in
respect of the Class R-4 Interest).

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

      REMIC V CERTIFICATE: Any Class P Certificate or Class RX Certificate (in
respect of the Class R-5 Interest).

      REMIC VI: The segregated pool of assets consisting of the Class IO
Interest conveyed in trust to the Trustee, for the benefit of the holders of
REMIC VI Regular Interest IO and the Class RX Certificate (in respect of the
Class R-6 Interest), with respect to which a separate REMIC election is to be
made.

      REMIC VI INTERESTS: The REMIC VI Regular Interest IO or Class RX
Certificate (in respect of the Class R-6 Interest).

      REMIC OPINION: Shall mean an Opinion of Counsel to the effect that the
proposed action will not cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

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

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

      REMIC TERMINATION PAYMENT:  As defined in Section 10.01.

      REMITTANCE DATE:  Shall mean the Business Day immediately  preceding the
Distribution Account Deposit Date.

      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 Master 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 EMC 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) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, 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; (ix) if the Replacement
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate
not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan,
have a Gross Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each
representation and warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement and (xiv) the Custodian has delivered a Final Certification noting no
defects or exceptions.

      REPORTABLE EVENT:  As defined in Section 3.16(a)(iii).

      REQUEST FOR RELEASE: The Request for Release to be submitted by EMC or the
Master Servicer to the Custodian substantially in the form of Exhibit G. Each
Request for Release furnished to the Custodian by EMC 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 Master Servicer.

      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.

      RESERVE  FUND:  Shall  mean  the  separate  trust  account  created  and
maintained by the Trustee pursuant to Section 3.21 hereof.

      RESERVE FUND DEPOSIT: With respect to the Reserve Fund, an amount equal to
$5,000, which the Depositor shall initially deposit into the Reserve Fund
pursuant to Section 3.21 hereof.

      RESIDUAL CERTIFICATES: The Class R-1, Class R-2, Class R-3 and Class RX
Certificates (representing ownership of the Class R-4 Interest, Class R-5
Interest and Class R-6 Interest), each evidencing the sole class of Residual
Interests in the related REMIC.

      RESIDUAL INTEREST: The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.

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

      S&P: Standard & Poor's, a division of The McGraw-Hill  Companies,  Inc.,
and any successor thereto.

      SARBANES-OXLEY ACT: The Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

      SARBANES-OXLEY CERTIFICATION: As defined in Section 3.16(a)(iv).

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

      SECURITIES ACT:  The Securities Act of 1933, as amended.

      SELLER:  EMC or Master Funding,  in each case in such capacity under the
Mortgage Loan Purchase Agreement.

      SENIOR  CERTIFICATES:  Any of the Class I-A-1,  Class I-A-2, Class I-A-3
and Class II-A Certificates.

      SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable legal fees) incurred in the
performance by the Master Servicer of its servicing obligations hereunder,
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(R) 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 CRITERIA: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.

      SERVICING FEE: As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the 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 or, in the event of
any payment of interest that accompanies a Principal Prepayment in full during
the related Due Period made by the Mortgagor immediately prior to such
prepayment, interest at the Servicing Fee Rate on the Stated Principal Balance
of such Mortgage Loan for the period covered by such payment of interest.

      SERVICING FEE RATE:  0.500% per annum.

      SERVICING MODIFICATION: With respect to any Mortgage Loan that is in
default or, in the reasonable judgment of the Master Servicer, as to which
default is reasonably foreseeable, any modification which is effected by the
Master Servicer in accordance with the terms of this Agreement which results in
any change in the outstanding Stated Principal Balance, any change in the
Mortgage Rate or any extension of the term of such Mortgage Loan.

      SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.

      SIGNIFICANCE ESTIMATE: With respect to any Distribution Date, and in
accordance with Item 1115 of Regulation AB, shall be an amount determined based
on the reasonable good-faith estimate by the Sponsor or its affiliate of the
aggregate maximum probable exposure of the outstanding Certificates to the Yield
Maintenance Agreement and Swap Agreement.

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

      SPECIAL SERVICER TRIGGER: With respect to any Distribution Date after
which an investor purchases a Class CE Certificate and for which such investor
agrees with the Depositor to provide for such trigger, a Special Servicer
Trigger shall have occurred and be continuing if at any time during which the
related investor holds such Certificates, (x) the percent equivalent of a
fraction, the numerator of which is the aggregate Stated Principal Balance of
the Mortgage Loans that are 60 days or more Delinquent and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans as
of the last day of the related Due Period exceeds (y) the percentage set forth
in Exhibit N for such Distribution Date. The Depositor shall cause Exhibit N to
be provided to the Master Servicer and the Trustee for any Special Servicer
Trigger that is calculated and agreed upon for any Distribution Date on or
before the Determination Date related to any such Distribution Date.

      SPONSOR:  EMC Mortgage Corporation.

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

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

      STEPDOWN DATE: The later to occur of (a) the Distribution Date in March
2009 and (b) the first Distribution Date on which the Current Specified
Enhancement Percentage is greater than or equal to 50.20%.

      SUBORDINATED   CERTIFICATES:   The  Class  M   Certificates,   Class  CE
Certificates and Residual Certificates.

      SUBSEQUENT RECOVERIES: As of any Distribution Date, amounts received by
the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 4.02) or surplus amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the Seller pursuant to the
Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that
was the subject of a liquidation or final disposition of any REO Property prior
to the related Prepayment Period that resulted in a Realized Loss.

      SUBSERVICING AGREEMENT: Any agreement entered into between the Master
Servicer 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(c).

      SUCCESSOR  MASTER  SERVICER:  The meaning ascribed to such term pursuant
to Section 8.02.

      SUPPLEMENTAL INTEREST TRUST: The corpus of a trust created pursuant to
Section 3.21 of this Agreement and designated as the "Supplemental Interest
Trust," consisting of the Swap Agreement, the Yield Maintenance Agreement, the
Derivative Administration Agreement and the Derivative Account. For the
avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement, the
Yield Maintenance Agreement, the Derivative Account and the Derivative
Administration Agreement do not constitute parts of the Trust Fund or any REMIC.

      SUPPLEMENTAL INTEREST TRUST TRUSTEE: LaSalle Bank National Association, a
national banking association not in its individual capacity but solely in its
capacity as supplemental interest trust trustee under the Supplemental Interest
Trust 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 supplemental interest trust
trustee as may from time to time be serving as successor supplemental interest
trust trustee.

      SWAP AGREEMENT: The interest rate swap agreement between the Swap Provider
and Supplemental Interest Trust Trustee, which agreement provides for Net Swap
Payments and Swap Termination Payments to be paid, as provided therein, together
with any schedules, confirmations or other agreements relating thereto, attached
hereto as Exhibit M.

      SWAP LIBOR: LIBOR as determined pursuant to the Swap Agreement.

      SWAP OPTIONAL TERMINATION PAYMENT:  As defined in Section 10.01.

      SWAP PROVIDER: The swap provider under the Swap Agreement either (a)
entitled to receive payments from the Derivative Administrator from amounts
payable by the Trust Fund under this Agreement or (b) required to make payments
to the Derivative Administrator for payment to the Trust Fund, in either case
pursuant to the terms of the Swap Agreement, and any successor in interest or
assign. Initially, the Swap Provider shall be Wachovia Bank, National
Association.

      SWAP PROVIDER TRIGGER EVENT: With respect to any Distribution Date, (i) an
Event of Default under the Swap Agreement with respect to which the Swap
Provider is a Defaulting Party, (ii) a Termination Event under the Swap
Agreement with respect to which the Swap Provider is the sole Affected Party, or
(iii) an Additional Termination Event under the Swap Agreement with respect to
which the Swap Provider is the sole Affected Party.

      SWAP TERMINATION PAYMENT: Upon the designation of an "Early Termination
Date" as defined in the Swap Agreement, the payment to be made by the Derivative
Administrator to the Swap Provider from payments from the Trust Fund, or by the
Swap Provider to the Derivative Administrator for payment to the Trust Fund, as
applicable, pursuant to the terms of the Swap Agreement.

      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.

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

      TRANSFER AFFIDAVIT:  As defined in Section 6.02.

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

                DISTRIBUTION DATE             PERCENTAGE
        --------------------------------      ----------

        March 2009 through February 2010        3.70%

        March 2010 through February 2011        5.80%

        March 2011 through February 2012        7.25%

        March 2012 and thereafter 7.75%

      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 Distribution Account, the Class
P Certificate Account, the Reserve Fund and the Protected Account and all
amounts deposited therein pursuant to the applicable provisions of this
Agreement; (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
rights under the Derivative Administration Agreement relating to the
Certificates; (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.

      TRUSTEE: LaSalle Bank National Association, for the benefit of the
Certificateholders under this Agreement, a national banking association 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, a per
annum fee equal to 0.0065% 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.

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

      UNCERTIFICATED NOTIONAL AMOUNT: With respect to the Class CE Interest and
any Distribution Date, an amount equal to the aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest
P) for such Distribution Date.

      With respect to REMIC II Regular Interest IO and each Distribution Date
listed below, the aggregate Uncertificated Principal Balance of the REMIC I
Regular Interests ending with the designation "A" listed below:

 DISTRIBUTION
     DATE                       REMIC I Regular Interests
--------------  ----------------------------------------------------------------
    1 - 6       I-6-A through I-60-A and II-6-A through II-60-A
      7         I-7-A through I-60-A and II-7-A through II-60-A
      8         I-8-A through I-60-A and II-8-A through II-60-A
      9         I-9-A through I-60-A and II-9-A through II-60-A
      10        I-10-A through I-60-A and II-10-A through II-60-A
      11        I-11-A through I-60-A and II-11-A through II-60-A
      12        I-12-A through I-60-A and II-12-A through II-60-A
      13        I-13-A through I-60-A and II-13-A through II-60-A
      14        I-14-A through I-60-A and II-14-A through II-60-A
      15        I-15-A through I-60-A and II-15-A through II-60-A
      16        I-16-A through I-60-A and II-16-A through II-60-A
      17        I-17-A through I-60-A and II-17-A through II-60-A
      18        I-18-A through I-60-A and II-18-A through II-60-A
      19        I-19-A through I-60-A and II-19-A through II-60-A
      20        I-20-A through I-60-A and II-20-A through II-60-A
      21        I-21-A through I-60-A and II-21-A through II-60-A
      22        I-22-A through I-60-A and II-22-A through II-60-A
      23        I-23-A through I-60-A and II-23-A through II-60-A
      24        I-24-A through I-60-A and II-24-A through II-60-A
      25        I-25-A through I-60-A and II-25-A through II-60-A
      26        I-26-A through I-60-A and II-26-A through II-60-A
      27        I-27-A through I-60-A and II-27-A through II-60-A
      28        I-28-A through I-60-A and II-28-A through II-60-A
      29        I-29-A through I-60-A and II-29-A through II-60-A
      30        I-30-A through I-60-A and II-30-A through II-60-A
      31        I-31-A through I-60-A and II-31-A through II-60-A
      32        I-32-A through I-60-A and II-32-A through II-60-A
      33        I-33-A through I-60-A and II-33-A through II-60-A
      34        I-34-A through I-60-A and II-34-A through II-60-A
      35        I-35-A through I-60-A and II-35-A through II-60-A
      36        I-36-A through I-60-A and II-36-A through II-60-A
      37        I-37-A through I-60-A and II-37-A through II-60-A
      38        I-38-A through I-60-A and II-38-A through II-60-A
      39        I-39-A through I-60-A and II-39-A through II-60-A
      40        I-40-A through I-60-A and II-40-A through II-60-A
      41        I-41-A through I-60-A and II-41-A through II-60-A
      42        I-42-A through I-60-A and II-42-A through II-60-A
      43        I-43-A through I-60-A and II-43-A through II-60-A
      44        I-44-A through I-60-A and II-44-A through II-60-A
      45        I-45-A through I-60-A and II-45-A through II-60-A
      46        I-46-A through I-60-A and II-46-A through II-60-A
      47        I-47-A through I-60-A and II-47-A through II-60-A
      48        I-48-A through I-60-A and II-48-A through II-60-A
      49        I-49-A through I-60-A and II-49-A through II-60-A
      50        I-50-A through I-60-A and II-50-A through II-60-A
      51        I-51-A through I-60-A and II-51-A through II-60-A
      52        I-52-A through I-60-A and II-52-A through II-60-A
      53        I-53-A through I-60-A and II-53-A through II-60-A
      54        I-54-A through I-60-A and II-54-A through II-60-A
      55        I-55-A through I-60-A and II-55-A through II-60-A
      56        I-56-A through I-60-A and II-56-A through II-60-A
      57        I-57-A through I-60-A and II-57-A through II-60-A
      58        I-58-A through I-60-A and II-58-A through II-60-A
      59        I-59-A through I-60-A and II-59-A through II-60-A
      60        I-60-A and II-60-A
  thereafter    $0.00


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

      UNCERTIFICATED PASS-THROUGH RATE: The Uncertificated REMIC I Pass-Through
Rate and Uncertificated REMIC II Pass-Through Rate.

      UNCERTIFICATED PRINCIPAL BALANCE: The amount of REMIC Regular Interests,
Class P Interest and Class CE Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC Regular Interest, Class P Interest and Class CE Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests and Class P Interest shall be
reduced by all distributions of principal made on such REMIC Regular Interests
and Class P Interest on such Distribution Date pursuant to Section 5.07 and, if
and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 5.05, and the
Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be
increased by interest deferrals as provided in Section 5.07(c)(1)(ii). The
Uncertificated Principal Balance of each REMIC Regular Interest, Class P
Interest and Class CE Interest shall never be less than zero. With respect to
the Class CE Interest as of any date of determination, an amount equal to the
excess, if any, of (A) the then aggregate Uncertificated Principal Balance of
the REMIC II Regular Interests over (B) the then aggregate Certificate Principal
Balance of the Class A Certificates and the Class M Certificates and the
Uncertificated Principal Balance of the Class P Interest then outstanding.

      UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to REMIC I Regular
Interest I-Non-Swap and any Distribution Date, a per annum rate equal to the
weighted average of the Net Mortgage Rates on the then outstanding Mortgage
Loans in Loan Group I, weighted based on the Stated Principal Balances of such
Mortgage Loans as of the related Due Date prior to giving effect to any
reduction in the Stated Principal Balances of such Mortgage Loans on such Due
Date.

      With respect to each REMIC I Group I Regular Interest ending with the
designation "A", and (i) any Distribution Date on or prior to the Distribution
Date in July 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans in Loan Group I, weighted
based on the Stated Principal Balances of such Mortgage Loans as of the related
Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, or (ii) any Distribution Date
thereafter, a per annum rate equal to the weighted average Net Mortgage Rate of
Loan Group I multiplied by 2, subject to a maximum rate of 9.8080%.

      With respect to each REMIC I Group I Regular Interest ending with the
designation "B", and (i) any Distribution Date on or prior to the Distribution
Date in July 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans in Loan Group I, weighted
based on the Stated Principal Balances of such Mortgage Loans as of the related
Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, or (ii) any Distribution Date
thereafter, the greater of (x) a per annum rate equal to the excess, if any, of
(1) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group I over
(2) 9.8080% and (y) 0.00%.

      With respect to REMIC I Regular Interest II-Non-Swap and any Distribution
Date, a per annum rate equal to the weighted average of the Net Mortgage Rates
on the then outstanding Mortgage Loans in Loan Group II, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date.

      With respect to each REMIC I Group II Regular Interest ending with the
designation "A", and (i) any Distribution Date on or prior to the Distribution
Date in July 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans in Loan Group II, weighted
based on the Stated Principal Balances of such Mortgage Loans as of the related
Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, or (ii) any Distribution Date
thereafter, a per annum rate equal to the weighted average Net Mortgage Rate of
Loan Group II multiplied by 2, subject to a maximum rate of 9.8080%.

      With respect to each REMIC I Group II Regular Interest ending with the
designation "B", and (i) any Distribution Date on or prior to the Distribution
Date in July 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans in Loan Group II, weighted
based on the Stated Principal Balances of such Mortgage Loans as of the related
Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, or (ii) any Distribution Date
thereafter, the greater of (x) a per annum rate equal to the excess, if any, of
(1) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group II over
(2) 9.8080% and (y) 0.00%.

      With respect to REMIC I Regular Interest P, 0.00%

      UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to REMIC II
Regular Interest AA, each REMIC II Regular Interest for which a Class A
Certificate or Class M Certificate is a Corresponding Certificate, REMIC II
Regular Interest ZZ, REMIC II Regular Interest 1-Sub, REMIC II Regular Interest
2-Sub and REMIC II Regular Interest XX, and (i) any Distribution Date on or
prior to the Distribution Date in July 2006, a per annum rate equal to the
weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC
I Regular Interests (other than REMIC I Regular Interest P) for such
Distribution Date, weighted on the basis of the Uncertificated Principal
Balances of such REMIC I Regular Interests for such Distribution Date, and (ii)
any Distribution Date thereafter, a per annum rate equal to the weighted average
of (x) with respect to REMIC I Regular Interests ending with the designation
"B", REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interest
II-Non-Swap, the weighted average of the Uncertificated REMIC I Pass-Through
Rates for such REMIC I Regular Interests for such Distribution Date, weighted on
the basis of the Uncertificated Principal Balances of such REMIC I Regular
Interests for such Distribution Date, and (y) with respect to REMIC I Regular
Interests ending with the designation "A", for each Distribution Date listed
below, the weighted average of the rates listed below for such Distribution Date
for each such REMIC I Regular Interest listed below, weighted on the basis of
the Uncertificated Principal Balances of each such REMIC I Regular Interest for
such Distribution Date:

  DISTRIBUTION
      DATE       REMIC I REGULAR INTEREST                                     RATE
  ------------   ------------------------               --------------------------------------------------------
       6         I-6-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
       7         I-7-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-7-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A                                  Uncertificated REMIC I Pass-Through Rate
                 II-6-A                                 Uncertificated REMIC I Pass-Through Rate
       8         I-8-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-8-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-7-A                    Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-7-A                  Uncertificated REMIC I Pass-Through Rate
       9         I-9-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-9-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-8-A                    Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-8-A                  Uncertificated REMIC I Pass-Through Rate
      10         I-10-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-10-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-9-A                    Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-9-A                  Uncertificated REMIC I Pass-Through Rate
      11         I-11-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-11-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-10-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-10-A                 Uncertificated REMIC I Pass-Through Rate
      12         I-12-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-12-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-11-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-11-A                 Uncertificated REMIC I Pass-Through Rate
      13         I-13-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-13-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-12-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-12-A                 Uncertificated REMIC I Pass-Through Rate
      14         I-14-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-14-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-13-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-13-A                 Uncertificated REMIC I Pass-Through Rate
      15         I-15-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-15-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-14-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-14-A                 Uncertificated REMIC I Pass-Through Rate
      16         I-16-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-16-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-15-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-15-A                 Uncertificated REMIC I Pass-Through Rate
      17         I-17-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-17-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-16-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-16-A                 Uncertificated REMIC I Pass-Through Rate
      18         I-18-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-18-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-17-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-17-A                 Uncertificated REMIC I Pass-Through Rate
      19         I-19-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-19-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-18-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-18-A                 Uncertificated REMIC I Pass-Through Rate
      20         I-20-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-20-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-19-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-19-A                 Uncertificated REMIC I Pass-Through Rate
      21         I-21-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-21-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-20-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-20-A                 Uncertificated REMIC I Pass-Through Rate
      22         I-22-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-22-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-21-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-21-A                 Uncertificated REMIC I Pass-Through Rate
      23         I-23-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-23-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-22-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-22-A                 Uncertificated REMIC I Pass-Through Rate
      24         I-24-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-24-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-23-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-23-A                 Uncertificated REMIC I Pass-Through Rate
      25         I-25-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-25-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-24-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-24-A                 Uncertificated REMIC I Pass-Through Rate
      26         I-26-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-26-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-25-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-25-A                 Uncertificated REMIC I Pass-Through Rate
      27         I-27-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-27-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-26-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-26-A                 Uncertificated REMIC I Pass-Through Rate
      28         I-28-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-28-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-27-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-27-A                 Uncertificated REMIC I Pass-Through Rate
      29         I-29-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-29-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-28-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-28-A                 Uncertificated REMIC I Pass-Through Rate
      30         I-30-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-30-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-29-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-29-A                 Uncertificated REMIC I Pass-Through Rate
      31         I-31-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-31-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-30-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-30-A                 Uncertificated REMIC I Pass-Through Rate
      32         I-32-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-32-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-31-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-31-A                 Uncertificated REMIC I Pass-Through Rate
      33         I-33-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-33-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-32-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-32-A                 Uncertificated REMIC I Pass-Through Rate
      34         I-34-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-34-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-33-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-33-A                 Uncertificated REMIC I Pass-Through Rate
      35         I-35-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-35-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-34-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-34-A                 Uncertificated REMIC I Pass-Through Rate
      36         I-36-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-36-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-35-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-35-A                 Uncertificated REMIC I Pass-Through Rate
      37         I-37-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-37-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-36-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-36-A                 Uncertificated REMIC I Pass-Through Rate
      38         I-38-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-38-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-37-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-37-A                 Uncertificated REMIC I Pass-Through Rate
      39         I-39-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-39-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-38-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-38-A                 Uncertificated REMIC I Pass-Through Rate
      40         I-40-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-40-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-39-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-39-A                 Uncertificated REMIC I Pass-Through Rate
      41         I-41-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-41-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-40-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-40-A                 Uncertificated REMIC I Pass-Through Rate
      42         I-42-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-42-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-41-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-41-A                 Uncertificated REMIC I Pass-Through Rate
      43         I-43-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-43-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-42-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-42-A                 Uncertificated REMIC I Pass-Through Rate
      44         I-44-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-44-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-43-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-43-A                 Uncertificated REMIC I Pass-Through Rate
      45         I-45-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-45-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-44-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-44-A                 Uncertificated REMIC I Pass-Through Rate
      46         I-46-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-46-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-45-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-45-A                 Uncertificated REMIC I Pass-Through Rate
      47         I-47-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-47-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-46-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-46-A                 Uncertificated REMIC I Pass-Through Rate
      48         I-48-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-48-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-47-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-47-A                 Uncertificated REMIC I Pass-Through Rate
      49         I-49-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-49-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-48-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-48-A                 Uncertificated REMIC I Pass-Through Rate
      50         I-50-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-50-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-49-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-49-A                 Uncertificated REMIC I Pass-Through Rate
      51         I-51-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-51-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-50-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-50-A                 Uncertificated REMIC I Pass-Through Rate
      52         I-52-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-52-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-51-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-51-A                 Uncertificated REMIC I Pass-Through Rate
      53         I-53-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-53-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-52-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-52-A                 Uncertificated REMIC I Pass-Through Rate
      54         I-54-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-54-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-53-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-53-A                 Uncertificated REMIC I Pass-Through Rate
      55         I-55-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-55-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-54-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-54-A                 Uncertificated REMIC I Pass-Through Rate
      56         I-56-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-56-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-55-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-55-A                 Uncertificated REMIC I Pass-Through Rate
      57         I-57-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-57-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-56-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-56-A                 Uncertificated REMIC I Pass-Through Rate
      58         I-58-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-58-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-57-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-57-A                 Uncertificated REMIC I Pass-Through Rate
      59         I-59-A and I-60-A                      2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-59-A and II-60-A                    2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-58-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-58-A                 Uncertificated REMIC I Pass-Through Rate
      60         I-60-A                                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-60-A                                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-59-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-59-A                 Uncertificated REMIC I Pass-Through Rate
  thereafter     I-6-A through I-60-A                   Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-60-A                 Uncertificated REMIC I Pass-Through Rate

      With respect to REMIC II Regular Interest 1-Grp, and (i) any Distribution
Date on or prior to the Distribution Date in July 2006, a per annum rate equal
to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the
REMIC I Group I Regular Interests for such Distribution Date, weighted on the
basis of the Uncertificated Principal Balances of such REMIC I Regular Interests
for such Distribution Date, or (ii) any Distribution Date thereafter, a per
annum rate equal to the weighted average of (x) with respect to REMIC I Group I
Regular Interests ending with the designation "B" and REMIC I Regular Interest
I-Non-Swap, the weighted average of the Uncertificated REMIC I Pass-Through
Rates for such REMIC I Regular Interests for such Distribution Date, weighted on
the basis of the Uncertificated Principal Balances of such REMIC I Regular
Interests for such Distribution Date, and (y) with respect to REMIC I Group I
Regular Interests ending with the designation "A", for each Distribution Date
listed below, the weighted average of the rates listed below for such REMIC I
Regular Interests listed below for such Distribution Date, weighted on the basis
of the Uncertificated Principal Balances of each such REMIC I Regular Interest
for such Distribution Date:

  DISTRIBUTION
      DATE       REMIC I REGULAR INTEREST                                     RATE
  ------------   ------------------------               --------------------------------------------------------
       6         I-6-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate

       7         I-7-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A                                  Uncertificated REMIC I Pass-Through Rate

       8         I-8-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-7-A                    Uncertificated REMIC I Pass-Through Rate

       9         I-9-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-8-A                    Uncertificated REMIC I Pass-Through Rate

      10         I-10-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-9-A                    Uncertificated REMIC I Pass-Through Rate

      11         I-11-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-10-A                   Uncertificated REMIC I Pass-Through Rate

      12         I-12-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-11-A                   Uncertificated REMIC I Pass-Through Rate

      13         I-13-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-12-A                   Uncertificated REMIC I Pass-Through Rate

      14         I-14-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-13-A                   Uncertificated REMIC I Pass-Through Rate

      15         I-15-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-14-A                   Uncertificated REMIC I Pass-Through Rate

      16         I-16-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-15-A                   Uncertificated REMIC I Pass-Through Rate

      17         I-17-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-16-A                   Uncertificated REMIC I Pass-Through Rate

      18         I-18-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-17-A                   Uncertificated REMIC I Pass-Through Rate

      19         I-19-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-18-A                   Uncertificated REMIC I Pass-Through Rate

      20         I-20-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-19-A                   Uncertificated REMIC I Pass-Through Rate

      21         I-21-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-20-A                   Uncertificated REMIC I Pass-Through Rate

      22         I-22-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-21-A                   Uncertificated REMIC I Pass-Through Rate

      23         I-23-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-22-A                   Uncertificated REMIC I Pass-Through Rate

      24         I-24-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-23-A                   Uncertificated REMIC I Pass-Through Rate

      25         I-25-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-24-A                   Uncertificated REMIC I Pass-Through Rate

      26         I-26-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-25-A                   Uncertificated REMIC I Pass-Through Rate

      27         I-27-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-26-A                   Uncertificated REMIC I Pass-Through Rate

      28         I-28-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-27-A                   Uncertificated REMIC I Pass-Through Rate

      29         I-29-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-28-A                   Uncertificated REMIC I Pass-Through Rate

      30         I-30-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-29-A                   Uncertificated REMIC I Pass-Through Rate

      31         I-31-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-30-A                   Uncertificated REMIC I Pass-Through Rate

      32         I-32-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-31-A                   Uncertificated REMIC I Pass-Through Rate

      33         I-33-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-32-A                   Uncertificated REMIC I Pass-Through Rate

      34         I-34-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-33-A                   Uncertificated REMIC I Pass-Through Rate

      35         I-35-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-34-A                   Uncertificated REMIC I Pass-Through Rate

      36         I-36-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-35-A                   Uncertificated REMIC I Pass-Through Rate

      37         I-37-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-36-A                   Uncertificated REMIC I Pass-Through Rate

      38         I-38-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-37-A                   Uncertificated REMIC I Pass-Through Rate

      39         I-39-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-38-A                   Uncertificated REMIC I Pass-Through Rate

      40         I-40-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-39-A                   Uncertificated REMIC I Pass-Through Rate

      41         I-41-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-40-A                   Uncertificated REMIC I Pass-Through Rate

      42         I-42-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-41-A                   Uncertificated REMIC I Pass-Through Rate

      43         I-43-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-42-A                   Uncertificated REMIC I Pass-Through Rate

      44         I-44-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-43-A                   Uncertificated REMIC I Pass-Through Rate

      45         I-45-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-44-A                   Uncertificated REMIC I Pass-Through Rate

      46         I-46-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-45-A                   Uncertificated REMIC I Pass-Through Rate

      47         I-47-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-46-A                   Uncertificated REMIC I Pass-Through Rate

      48         I-48-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-47-A                   Uncertificated REMIC I Pass-Through Rate

      49         I-49-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-48-A                   Uncertificated REMIC I Pass-Through Rate

      50         I-50-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-49-A                   Uncertificated REMIC I Pass-Through Rate

      51         I-51-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-50-A                   Uncertificated REMIC I Pass-Through Rate

      52         I-52-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-51-A                   Uncertificated REMIC I Pass-Through Rate

      53         I-53-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-52-A                   Uncertificated REMIC I Pass-Through Rate

      54         I-54-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-53-A                   Uncertificated REMIC I Pass-Through Rate

      55         I-55-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-54-A                   Uncertificated REMIC I Pass-Through Rate

      56         I-56-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-55-A                   Uncertificated REMIC I Pass-Through Rate

      57         I-57-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-56-A                   Uncertificated REMIC I Pass-Through Rate

      58         I-58-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-57-A                   Uncertificated REMIC I Pass-Through Rate

      59         I-59-A and I-60-A                      2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-58-A                   Uncertificated REMIC I Pass-Through Rate

      60         I-60-A                                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-6-A through I-59-A                   Uncertificated REMIC I Pass-Through Rate

  thereafter     I-6-A through I-60-A                   Uncertificated REMIC I Pass-Through Rate


      With respect to REMIC II Regular Interest 2-Grp, and (i) any Distribution
Date on or prior to the Distribution Date in July 2006, a per annum rate equal
to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the
REMIC I Group II Regular Interests for such Distribution Date, weighted on the
basis of the Uncertificated Principal Balances of such REMIC I Regular Interests
for such Distribution Date, or (ii) any Distribution Date thereafter, a per
annum rate equal to the weighted average of (x) with respect to REMIC I Group II
Regular Interests ending with the designation "B" and REMIC I Regular Interest
II-Non-Swap, the weighted average of the Uncertificated REMIC I Pass-Through
Rates for such REMIC I Regular Interests for such Distribution Date, weighted on
the basis of the Uncertificated Principal Balances of such REMIC I Regular
Interests for such Distribution Date, and (y) with respect to REMIC I Group II
Regular Interests ending with the designation "A", for each Distribution Date
listed below, the weighted average of the rates listed below for such
Distribution Date for each such REMIC I Regular Interest listed below, weighted
on the basis of the Uncertificated Principal Balances of each such REMIC I
Regular Interest for such Distribution Date:

  DISTRIBUTION
      DATE       REMIC I REGULAR INTEREST                                     RATE
  ------------   ------------------------               --------------------------------------------------------
       6         II-6-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate

       7         II-7-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A                                 Uncertificated REMIC I Pass-Through Rate

       8         II-8-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-7-A                  Uncertificated REMIC I Pass-Through Rate

       9         II-9-A through II-60-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-8-A                  Uncertificated REMIC I Pass-Through Rate

      10         II-10-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-9-A                  Uncertificated REMIC I Pass-Through Rate

      11         II-11-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-10-A                 Uncertificated REMIC I Pass-Through Rate

      12         II-12-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-11-A                 Uncertificated REMIC I Pass-Through Rate

      13         II-13-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-12-A                 Uncertificated REMIC I Pass-Through Rate

      14         II-14-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-13-A                 Uncertificated REMIC I Pass-Through Rate

      15         II-15-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-14-A                 Uncertificated REMIC I Pass-Through Rate

      16         II-16-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-15-A                 Uncertificated REMIC I Pass-Through Rate

      17         II-17-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-16-A                 Uncertificated REMIC I Pass-Through Rate

      18         II-18-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-17-A                 Uncertificated REMIC I Pass-Through Rate

      19         II-19-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-18-A                 Uncertificated REMIC I Pass-Through Rate

      20         II-20-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-19-A                 Uncertificated REMIC I Pass-Through Rate

      21         II-21-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-20-A                 Uncertificated REMIC I Pass-Through Rate

      22         II-22-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-21-A                 Uncertificated REMIC I Pass-Through Rate

      23         II-23-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-22-A                 Uncertificated REMIC I Pass-Through Rate

      24         II-24-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-23-A                 Uncertificated REMIC I Pass-Through Rate

      25         II-25-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-24-A                 Uncertificated REMIC I Pass-Through Rate

      26         II-26-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-25-A                 Uncertificated REMIC I Pass-Through Rate

      27         II-27-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-26-A                 Uncertificated REMIC I Pass-Through Rate

      28         II-28-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-27-A                 Uncertificated REMIC I Pass-Through Rate

      29         II-29-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-28-A                 Uncertificated REMIC I Pass-Through Rate

      30         II-30-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-29-A                 Uncertificated REMIC I Pass-Through Rate

      31         II-31-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-30-A                 Uncertificated REMIC I Pass-Through Rate

      32         II-32-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-31-A                 Uncertificated REMIC I Pass-Through Rate

      33         II-33-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-32-A                 Uncertificated REMIC I Pass-Through Rate

      34         II-34-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-33-A                 Uncertificated REMIC I Pass-Through Rate

      35         II-35-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-34-A                 Uncertificated REMIC I Pass-Through Rate

      36         II-36-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-35-A                 Uncertificated REMIC I Pass-Through Rate

      37         II-37-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-36-A                 Uncertificated REMIC I Pass-Through Rate

      38         II-38-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-37-A                 Uncertificated REMIC I Pass-Through Rate

      39         II-39-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-38-A                 Uncertificated REMIC I Pass-Through Rate

      40         II-40-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-39-A                 Uncertificated REMIC I Pass-Through Rate

      41         II-41-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-40-A                 Uncertificated REMIC I Pass-Through Rate

      42         II-42-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-41-A                 Uncertificated REMIC I Pass-Through Rate

      43         II-43-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-42-A                 Uncertificated REMIC I Pass-Through Rate

      44         II-44-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-43-A                 Uncertificated REMIC I Pass-Through Rate

      45         II-45-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-44-A                 Uncertificated REMIC I Pass-Through Rate

      46         II-46-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-45-A                 Uncertificated REMIC I Pass-Through Rate

      47         II-47-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-46-A                 Uncertificated REMIC I Pass-Through Rate

      48         II-48-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-47-A                 Uncertificated REMIC I Pass-Through Rate

      49         II-49-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-48-A                 Uncertificated REMIC I Pass-Through Rate

      50         II-50-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-49-A                 Uncertificated REMIC I Pass-Through Rate

      51         II-51-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-50-A                 Uncertificated REMIC I Pass-Through Rate

      52         II-52-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-51-A                 Uncertificated REMIC I Pass-Through Rate

      53         II-53-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-52-A                 Uncertificated REMIC I Pass-Through Rate

      54         II-54-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-53-A                 Uncertificated REMIC I Pass-Through Rate

      55         II-55-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-54-A                 Uncertificated REMIC I Pass-Through Rate

      56         II-56-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-55-A                 Uncertificated REMIC I Pass-Through Rate

      57         II-57-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-56-A                 Uncertificated REMIC I Pass-Through Rate

      58         II-58-A through II-60-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-57-A                 Uncertificated REMIC I Pass-Through Rate

      59         II-59-A and II-60-A                    2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-58-A                 Uncertificated REMIC I Pass-Through Rate

      60         II-60-A                                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 II-6-A through II-59-A                 Uncertificated REMIC I Pass-Through Rate

  thereafter     II-6-A through II-60-A                 Uncertificated REMIC I Pass-Through Rate

      With respect to REMIC II Regular Interest IO, a per annum rate equal to
the excess of (x) the weighted average of the Uncertificated REMIC I
Pass-Through Rates for REMIC I Regular Interests ending with the designation
"A", over (y) (i) for any Distribution Date on or prior to the Distribution Date
in July 2006, the weighted average of the Uncertificated REMIC I Pass-Through
Rates for the REMIC I Regular Interests ending with the designation "A", or (ii)
for any Distribution Date thereafter, 2 multiplied by Swap LIBOR.

      With respect to REMIC II Regular Interest P, 0.00%.

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

      VOTING RIGHTS: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions
hereunder. Voting Rights shall be allocated (i) 92% to the Class A Certificates
and Class M Certificates, (ii) 3% to the Class CE Certificates until paid in
full, and (iii) 1% to each of the Class R-1, Class R-2, Class R-3, Class RX and
Class P Certificates, with the allocation among the Certificates (other than the
Class CE, Class P and Residual Certificates) to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes. Voting Rights will be allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.

      YIELD  MAINTENANCE  AGREEMENT:  The Yield Maintenance  Agreement,  dated
February 28, 2006, between the Supplemental Interest Trust Trustee and Wachovia
Bank, National Association.

      YIELD MAINTENANCE AGREEMENT PROVIDER: The yield maintenance agreement
provider under the Yield Maintenance Agreement required to make payments to the
Derivative Administrator for payment to the Trust Fund pursuant to the terms of
the Derivative Administration Agreement, and any successor in interest or
assign. Initially, the Yield Maintenance Agreement Provider shall be Wachovia
Bank, National Association.

      Section 1.02 ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

      For purposes of calculating the amount of Current Interest for the Class
A, Class M and Class CE Certificates for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Interest based on,
and to the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the Uncertificated Notional Amount thereof and, thereafter,
among the Class A Certificates and Class M Certificates, in each case on a PRO
RATA basis based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rates on the respective Certificate Principal
Balances of each such Certificate.

      For purposes of calculating the amount of Uncertificated Accrued Interest
for the REMIC I Regular Interests for any Distribution Date:

(a) For purposes of calculating the amount of Uncertificated Accrued Interest
for the REMIC I Group I Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of Loan Group I shall be
allocated first, to REMIC I Group I Regular Interests ending with the
designation "B" and REMIC I Regular Interest I-Non-Swap, PRO RATA, based on, and
to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC I
Group I Regular Interests ending with the designation "A", PRO RATA, based on,
and to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II shall be allocated first, to REMIC I Group
II Regular Interests ending with the designation "B" and REMIC I Regular
Interest II-Non-Swap, PRO RATA, based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC I Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest, and then, to REMIC I Group II Regular Interests ending with
the designation "A", PRO RATA, based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC I Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest.

(b) The REMIC II Marker Allocation Percentage of the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and the REMIC II Marker Allocation
Percentage of any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to
Uncertificated Accrued Interest payable to REMIC II Regular Interest AA and
REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among
REMIC II Regular Interest AA, each REMIC II Regular Interest for which a Class A
Certificate or Class M Certificate is the Corresponding Certificate and REMIC II
Regular Interest ZZ, PRO RATA, based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC II Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC II
Regular Interest.

(c) The REMIC II Sub WAC Allocation Percentage of the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and the REMIC II Sub WAC Allocation
Percentage of any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated to Uncertificated
Accrued Interest payable to REMIC II Regular Interest 1-Sub, REMIC II Regular
Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp
and REMIC II Regular Interest XX, PRO RATA, based on, and to the extent of, one
month's interest at the then applicable respective Uncertificated REMIC II
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC II Regular Interest.

                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND

      Section 2.01 CONVEYANCE OF TRUST FUND.

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

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

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

      In connection with such sale, the Depositor has delivered to, and
deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
(A) in blank or to the order of "LaSalle Bank National Association, as Trustee
for Certificateholders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-HE2," or (B) in the case of a loan
registered on the MERS system, in blank, and in each case showing an unbroken
chain of endorsements from the original payee thereof to the Person endorsing it
to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is
a MOM Loan, noting the presence of the MIN and language indicating that such
Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original
is not available, a copy), with evidence of such recording indicated thereon (or
if clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of the
Mortgage with respect to each Mortgage Loan in the name of "LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Stearns Asset
Backed Securities I LLC, Asset Backed-Certificates, Series 2006-HE2," 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, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and (vi) originals or copies of all available assumption,
modification or substitution agreements, if any; provided, however, that in lieu
of the foregoing, the related 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 Depositor may deliver a true
copy thereof with a certification by such Seller or the title company issuing
the commitment for title insurance, on the face of such copy, substantially as
follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording"; and (y) in lieu of the Mortgage Notes relating
to the Mortgage Loans identified in the list set forth in Exhibit I, the
Depositor 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 Depositor, in lieu of delivering the above documents,
may deliver 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 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 such documents to the Trustee or the
Custodian promptly after they are received.

      The Sponsor (on its own behalf as a 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 Sponsor need not cause to be recorded
(a) any assignment in any jurisdiction under the laws of which, as evidenced by
an Opinion of Counsel addressed to the Trustee delivered by the Sponsor (on its
own behalf as a 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 the related Seller and its successors
and assigns. In the event that any Seller, the Depositor or the Master Servicer
gives written notice to the Trustee that a court has recharacterized the sale of
the Mortgage Loans as a financing, the Sponsor (on its own behalf as a Seller
and on behalf of Master Funding) shall submit or cause to be submitted for
recording as specified above each such previously unrecorded assignment to be
submitted for recording as specified above at the expense of the Trust. In the
event a Mortgage File is released to the Master Servicer as a result of such
Person having completed a Request for Release, the Custodian shall, if not so
completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.

      In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) further agrees that it will cause, at the Sponsor's own expense,
within 30 days after the Closing Date, the MERS(R) System to indicate that such
Mortgage Loans have been assigned by the Sponsor (on its own behalf as a 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. The Sponsor (on its own behalf as a
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.

      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 an Initial Certification, 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 the Sponsor
(on its own behalf and on behalf of Master Funding) and the Master Servicer and,
if reviewed by the Custodian or the Trustee, an Interim Certifications,
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, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
The Sponsor (on its own behalf as a Seller 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, the Sponsor (on its own behalf as a Seller 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 60 days from the date of notice
from the Trustee of the defect and if the Sponsor (on its own behalf as a Seller
and on behalf of Master Funding) fails to correct or cure the defect or deliver
such opinion within such period, the Sponsor (on its own behalf as a Seller 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
the Sponsor (on its own behalf as a Seller 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, the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) shall not be required to purchase such Mortgage Loan if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.

      (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian on its behalf will review, for the benefit of the Certificateholders,
the Mortgage Files and will execute and deliver or cause to be executed and
delivered to the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) and the Master Servicer and, if reviewed by the Custodian or 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 the Sponsor (on its own behalf as a Seller and on behalf
of Master Funding). The Sponsor (on its own behalf as a Seller 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, the Sponsor (on its own behalf as a
Seller 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 60 days from the date of notice
from the Trustee of the defect and if the Sponsor (on its own behalf as a Seller
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, the Sponsor (on its own behalf as a
Seller 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 the Sponsor (on its own behalf as a Seller 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, the Sponsor (on
its own behalf as a Seller and on behalf of Master Funding) shall not be
required to purchase such Mortgage Loan, if the Sponsor delivers such documents
promptly upon receipt, but in no event later than 360 days after the Closing
Date. Notwithstanding anything to the contrary, the Trustee shall have no
responsibility with respect to the custody or review of Mortgage Files held by
the Custodian pursuant to the Custodial Agreement. The Trustee shall have no
liability for the failure of the Custodian to perform its obligations under the
Custodial Agreement.

      (c) In the event that a Mortgage Loan is purchased by the Sponsor (on its
own behalf as a Seller and on behalf of Master Funding) in accordance with
subsections 2.02(a) or (b) above or Section 2.03, the Sponsor (on its own behalf
as a Seller and on behalf of Master Funding) shall remit the applicable Purchase
Price to the Master Servicer for deposit in the Protected 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
Protected Account and upon receipt of a Request for Release with respect to such
Mortgage Loan, the Trustee or the Custodian will release to the Sponsor (on its
own behalf as a Seller and on behalf of Master Funding) the related Mortgage
File and the Trustee shall execute and deliver all instruments of transfer or
assignment, without recourse, representation or warranty furnished to it by the
related Seller, as are necessary to vest in the 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 Protected Account was made. The Trustee shall
promptly notify the Rating Agencies of such repurchase. The obligation of the
Sponsor to cure, repurchase or substitute for any Mortgage Loan as to which a
defect in a constituent document exists shall be the sole remedies respecting
such defect available to the Certificateholders or to the Trustee on their
behalf.

      (d) The Sponsor (on its own behalf as a Seller 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 MASTER
SERVICER AND THE SPONSOR.

      (a) The Master Servicer hereby represents and warrants to the Depositor
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
      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 service the Mortgage Loans in
      accordance with the terms of the Mortgage Loan Purchase 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 service 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 its part 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 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, the servicing of
      the 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 and thereof 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 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 thereby, or if any such consent,
      approval, authorization or order is required, it has obtained the same.

            (vii) The Master Servicer has and will fully furnish for each Group
      II Loan, 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.

      (b) The Sponsor hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Closing Date:

            (i) The Sponsor 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 to be conducted by the Sponsor 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 the Mortgage
      Loan Purchase Agreement and to perform any of its other obligations under
      this Agreement in accordance with the terms hereof.

            (ii) The Sponsor 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
      Sponsor the execution, delivery and performance of 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 Sponsor, enforceable against the Sponsor 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 Sponsor,
      the sale of the Mortgage Loans by the Sponsor 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
      Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor 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 Sponsor is a party or by which it may be bound, or (C) constitute a
      violation of any statute, order or regulation applicable to the Sponsor of
      any court, regulatory body, administrative agency or governmental body
      having jurisdiction over the Sponsor; and the Sponsor 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
      Sponsor's ability to perform or meet any of its obligations under this
      Agreement.

            (iv) The Sponsor 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 Sponsor's
      knowledge, threatened, against the Sponsor that would materially and
      adversely affect the execution, delivery or enforceability of this
      Agreement or the ability of the Sponsor 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 Sponsor of, or compliance by the Sponsor with, this
      Agreement or the consummation of the transactions contemplated hereby, or
      if any such consent, approval, authorization or order is required, the
      Sponsor has obtained the same.

            (vii) With respect to each Mortgage Loan as of the Closing Date (or
      such other date as may be specified in Section 7 of the Mortgage Loan
      Purchase Agreement), the Sponsor hereby remakes and restates each of the
      representations and warranties set forth in Section 7 of the Mortgage Loan
      Purchase Agreement to the Depositor and the Trustee to the same extent as
      if fully set forth herein.

      (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans 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. Any
breach of a representation or warranty contained in clauses (ff), (gg) and (oo)
through (ss) of Section 7 of the Mortgage Loan Purchase Agreement in respect of
a Group II Loan, shall be deemed to materially adversely affect the interests of
the related Certificateholders. The Sponsor hereby covenants, with respect to
the representations and warranties set forth in the Mortgage Loan Purchase
Agreement with respect to the Mortgage Loans, 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 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 Trustee of a
Request for Release. The Trustee shall give prompt written notice to the parties
hereto of the Sponsor's failure to cure such breach as set forth in the
preceding sentence. The Sponsor shall promptly reimburse the Master Servicer and
the Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless
it cures such breach in a timely fashion pursuant to this Section 2.03, promptly
notify the Master Servicer whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties with respect to the Mortgage Loans that are made
to the best of the Sponsor's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Sponsor, the Trustee or the Custodian 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 Sponsor's lack of knowledge with respect to the
substance of such representation or warranty, the Sponsor 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 Sponsor
(pursuant to the Mortgage Loan Purchase Agreement) shall deliver to the Trustee
or the Custodian on its behalf for the benefit of the Certificateholders such
documents and agreements as are required by Section 2.01. No substitution will
be made in any calendar month after the Determination Date for such month.
Notwithstanding the foregoing, such substitution must be done within two years
of the Closing Date. 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 will be retained
by the Sponsor. 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 Sponsor shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer 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 Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee 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 Sponsor 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 or Section 8 of the Mortgage Loan Purchase Agreement with respect to
such Mortgage Loan. Upon any such substitution and the deposit into the
Protected 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 Sponsor 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 Sponsor's direction such instruments of
transfer or assignment as have been prepared by the Sponsor in each case without
recourse, representation or warranty as shall be necessary to vest in the
Sponsor 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 Sponsor 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 Protected Account, by the
Sponsor 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 Sponsor shall have repurchased a Mortgage Loan, the
Purchase Price therefor shall be deposited into the Protected Account, on the
Determination Date for the Distribution Date in the month following the month
during which the Sponsor 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 Sponsor and the Trustee shall
execute and deliver at such Person's direction the related instruments of
transfer or assignment prepared by the Sponsor, in each case without recourse,
as shall be necessary to transfer title from the Trustee for the benefit of the
Certificateholders and transfer the Trustee's interest to the Sponsor (on its
own as a 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 Sponsor 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 Sponsor respecting such breach available to the
Certificateholders, the Depositor or the Trustee.

      (d) The representations and warranties set forth in this 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 a
      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
      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 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 and thereof are in
      the ordinary course of business of the Depositor and will not (A) result
      in a material breach of any term or provision of the certificate of
      formation or limited liability company agreement 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 or thereof.

            (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
      thereby, or if any such consent, approval, authorization or order is
      required, the Depositor has obtained the same.

      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 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 this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor or 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 Sponsor delivers to the Trustee an Opinion of
Counsel, addressed to the Trustee, to the effect that such repurchase or
substitution would not (i) result in the imposition of the tax on "prohibited
transactions" of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or
contributions after the Closing Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI 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 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 Sponsor 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 shall require the Sponsor at it's option, to either (i) substitute,
if the conditions in Section 2.03 with respect to substitutions are satisfied, a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the
affected Mortgage Loan within 90 days of such discovery in the same manner as it
would a Mortgage Loan for a breach of representation or warranty in accordance
with Section 2.03. The Trustee shall reconvey to the Sponsor the Mortgage Loan
to be released pursuant hereto (and the Custodian shall deliver the related
Mortgage File) in the same manner, and on the same terms and conditions, as it
would a Mortgage Loan repurchased for breach of a representation or warranty in
accordance with Section 2.03.

      Section 2.06 COUNTERSIGNATURE AND DELIVERY OF CERTIFICATES.

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

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

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

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

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

      (f) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the Class IO Interest for the benefit of the holders of the REMIC VI
Interests. The Trustee acknowledges receipt of the Class IO Interest (which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the holders of the REMIC VI Interests.

      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, as set forth in this Agreement, the Mortgage Loans
and the other assets of the Trust Fund and the proceeds therefrom for the
benefit of the Certificateholders;

      (b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans and any other assets of the Trust;

      (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.

      The Trust is hereby authorized to engage in the foregoing activities.
Neither the Trustee nor the Master Servicer shall cause the Trust to 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.

                                  ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

      Section 3.01 THE MASTER SERVICER TO ACT AS MASTER SERVICER.

      The Master Servicer shall service and administer the 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 Master Servicer 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 and 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
other 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 Mortgage Loan; provided that the Master Servicer
shall take no action that is inconsistent with or prejudices the interests of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor or the Trustee under this Agreement.

      Without limiting the generality of the foregoing, the Master Servicer, 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 Master Servicer 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 Mortgage Loans, and with respect to
the Mortgaged Properties held for the benefit of the Certificateholders. The
Master Servicer shall prepare and deliver to the Depositor and/or the Trustee
such documents requiring execution and delivery by any or all of them as are
necessary or appropriate to enable the Master Servicer to service and administer
the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the
Trustee shall execute such documents and deliver them to the Master Servicer.

      In accordance with the standards of the first paragraph of this Section
3.01, the Master Servicer 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, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section 4.03,
and further as provided in Section 4.02. All costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments on
the Mortgaged Properties 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 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
Master Servicer 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
Master Servicer is not required to exercise such rights with respect to a
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 Master Servicer 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
Master Servicer 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 Master Servicer enters
such agreement) by the applicable Required Insurance Policies. The Master
Servicer, 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 Master Servicer shall not be deemed to be in default under this
Section 3.02(a) by reason of any transfer or assumption that the Master Servicer
reasonably believes it is restricted by law from preventing.

      (b) Subject to the Master Servicer'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 Mortgage Loan, the Master Servicer 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
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance with
its servicing standards as then in effect. The Master Servicer 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 Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.

      Section 3.03 SUBSERVICERS.

      The Master Servicer 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 Master Servicer of a
subservicer shall not release the Master Servicer from any of its obligations
hereunder and the Master Servicer shall remain responsible hereunder for all
acts and omissions of each subservicer as fully as if such acts and omissions
were those of the Master Servicer. The Master Servicer 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 Master Servicer hereunder.

      At the cost and expense of the Master Servicer, without any right of
reimbursement from its Protected Account, the Master 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;
provided, however, that nothing contained herein shall be deemed to prevent or
prohibit the Master Servicer, at the Master Servicer's option, from electing to
service the related Mortgage Loans itself. In the event that the Master
Servicer's responsibilities and duties under this Agreement are terminated
pursuant to Section 8.01, the Master Servicer shall at its own cost and expense
terminate the rights and responsibilities of each subservicer effective as of
the date of termination of the Master Servicer. The Master Servicer shall pay
all fees, expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from the Master Servicer's own funds
without reimbursement from the Trust Fund.

      Notwithstanding the foregoing, the Master Servicer 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 Mortgage Loans. The Master Servicer shall be entitled to enter into an
agreement with a subservicer for indemnification of the Master 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 a subservicer shall be deemed to be between such
subservicer and the Master Servicer 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. Each subservicing agreement shall provide that such agreement may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such payment.

      Section 3.04 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE MASTER
SERVICER TO BE HELD FOR TRUSTEE.

      Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee or the Custodian on behalf of the Trustee
as required by this Agreement all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Master Servicer from time to
time and shall account fully to the Trustee for any funds received by the Master
Servicer or that otherwise are collected by the Master Servicer as Liquidation
Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any such
Mortgage Loan. 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 Subsequent Recoveries, including but not limited to, any funds on deposit in
the Protected Account, shall be held by the Master Servicer 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 Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Protected 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, a Mortgage Loan, except,
however, that the Master Servicer shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and payable to the
Master Servicer under this Agreement.

      Section 3.05 MAINTENANCE OF HAZARD INSURANCE.

      The Master Servicer shall cause to be maintained, for each 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 Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant to
Section 4.01, any amounts collected by the Master Servicer 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 Master Servicer's normal servicing
procedures) shall be deposited in the Protected Account. Any cost incurred by
the Master Servicer 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 Mortgage Loan so permit. Such costs
shall be recoverable by the Master Servicer out of late payments by the related
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section
4.02. 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 Mortgage Loan in a federally designated special flood hazard
area and such area is participating in the national flood insurance program, the
Master Servicer shall cause flood insurance to be maintained with respect to
such Mortgage Loan. Such flood insurance shall be in an amount equal to the
least of (i) the Stated Principal Balance of the related 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 Master Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the 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 Master Servicer 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 the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer's own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer 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 Master Servicer shall 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 Insurance
Policies. Any proceeds disbursed to the Master Servicer in respect of such
Insurance Policies shall be promptly deposited in the Protected Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property 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 3.07 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

      (a) The Master Servicer 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 Master Servicer would have been covered
thereunder. The Master Servicer shall use its best efforts 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.
The Master Servicer 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 Mortgage Note and is required to be kept in force hereunder.

      (b) The Master Servicer agrees to present on behalf of the Trustee, 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 Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant to
Section 4.02 hereof.

      Section 3.08 FIDELITY BOND, ERRORS AND OMISSIONS INSURANCE.

      The Master Servicer 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 Loans and who handle funds, money,
documents and papers relating to the 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 Master Servicer 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 Master Servicer 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 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 Master
Servicer 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
Master Servicer shall deliver to the Trustee 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 Trustee. The
Master Servicer shall notify 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.

      Section 3.09 REALIZATION UPON DEFAULTED MORTGAGE LOANS; DETERMINATION OF
EXCESS LIQUIDATION PROCEEDS AND REALIZED LOSSES; REPURCHASES OF CERTAIN MORTGAGE
LOANS.

      (a) The Master Servicer shall use reasonable efforts 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. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual in its general mortgage servicing activities and
the requirements of the insurer under any Required Insurance Policy; provided
that the Master Servicer 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 Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer 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 4.02.
If the Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer 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 Master Servicer, the Master Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review procedures.

      With respect to any REO Property, 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 Master Servicer 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
Master Servicer shall either itself or through an agent selected by the Master
Servicer 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 Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each 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 no later than the close of business on each Determination
Date. The Master Servicer 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 reasonably foreseeable
default on a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged
Property prior to three years after its acquisition by the Trust Fund or, at the
expense of the Trust Fund, request more than 60 days prior to the day on which
such three-year period would otherwise expire, an extension of the three-year
grace period unless the Trustee shall have been supplied with an Opinion of
Counsel addressed to the Trustee (such opinion not to be an expense of the
Trustee) to the effect that the holding by the Trust Fund of such Mortgaged
Property subsequent to such three-year period will not result in the imposition
of taxes on "prohibited transactions" of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC V or REMIC VI as defined in section 860F of the Code or cause any of REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI
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 Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.

      The decision of the Master Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Master Servicer 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 Master Servicer 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,
shall be applied to the payment of principal of, and interest on, the related
defaulted 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 Account. 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 Mortgage Loan, such excess shall be considered to
be a partial Principal Prepayment for all purposes hereof.

      The Liquidation Proceeds from any liquidation of a Mortgage Loan, net of
any payment to the Master Servicer as provided above, shall be deposited in the
Protected Account upon receipt and made available 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 Master Servicer as additional servicing compensation.

      The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second, to
reimburse the Master Servicer for any unreimbursed Advances, pursuant to Section
4.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent
no Advance has been made for such amount) on the 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 Mortgage Loan.

      (b) On each Determination Date, the Master Servicer shall determine the
respective aggregate amounts of Excess Liquidation Proceeds and Realized Losses,
if any, for the related Prepayment Period.

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

      Section 3.10 SERVICING COMPENSATION.

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

      Additional servicing compensation in the form of any Excess Liquidation
Proceeds, assumption fees, late payment charges, other ancillary income, all
income and gain net of any losses realized from Permitted Investments with
respect to funds in or credited to the Protected Account shall be retained by
the Master Servicer to the extent not required to be deposited in the Protected
Account pursuant to Section 4.02. The Master 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 and maintenance of the other forms of insurance coverage
required by Section 3.07) and shall not be entitled to reimbursement therefor
except as specifically provided in Section 4.02.

      Section 3.11 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 sell any 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 Master
Servicer shall protect and conserve such REO Property in the manner and to the
extent required herein, in accordance with the REMIC Provisions.

      (b) The Master Servicer shall deposit all funds collected and received in
connection with the operation of any REO Property into the Protected Account.

      (c) The Master Servicer, upon the final disposition of any REO Property,
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 or the acquisition thereof
by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer
shall submit a liquidation report to the Trustee containing such information as
shall be mutually acceptable to the Master Servicer and the Trustee with respect
to such Mortgaged Property.

      Section 3.13 ANNUAL STATEMENT AS TO COMPLIANCE.

      The Master Servicer and the Trustee shall deliver to the Master Servicer,
the Depositor and the Trustee, not later than March 15th of each calendar year
beginning in 2007, 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 has been made under such officer's supervision
and (ii) to the best of such officer's knowledge, based on such review, each
such party has fulfilled all of its obligations under this 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. In the event that the Master Servicer has delegated any
servicing responsibilities with respect to the Mortgage Loans to a subservicer
or subcontractor, such servicer or subcontractor shall deliver a similar Annual
Statement of Compliance by such subservicer or subcontractor to the Master
Servicer, the Depositor and the Trustee as described above as and when required
with respect to the Master Servicer.

      Failure of the Master Servicer to comply with this Section 3.13 (including
with respect to the timeframes required in this Section) shall be deemed an
Event of Default, and the Trustee at the direction of the Depositor 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 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. Failure of the
Trustee to comply with this Section 3.13 (including with respect to the
timeframes required in this Section) which failure results in a failure to
timely file the Form 10-K shall be deemed a default which may result in the
termination of the Trustee pursuant to Section 9.08 of this Agreement and the
Depositor may, 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 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 supercede any other provision in this Agreement or any other
agreement to the contrary.

      Section 3.14 ASSESSMENTS OF COMPLIANCE AND ATTESTATION REPORTS.

      The Master Servicer shall service and administer the Mortgage Loans in
accordance with all applicable requirements of the Servicing Criteria. Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB,
the Master Servicer, the Trustee and the Custodian (each, an "Attesting Party")
shall deliver to the Trustee, the Master Servicer and the Depositor on or before
March 15th of each calendar year beginning in 2007, 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 such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the related Attesting
Party;

      (b) A statement by such officer that such Attesting Party used the
Servicing Criteria attached as Exhibit P hereto, and which will also be attached
to the Assement 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 such 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 P hereto which are indicated as applicable to the related
Attesting Party.
      On or before March 15th of each calendar year beginning in 2007, 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 cause any subservicer and each subcontractor
determined by it to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master
Servicer and the Depositor an Assessment of Compliance and Attestation Report as
and when provided above along with an indication of what Servicing Criteria are
addressed in such assessment.

      The Trustee shall confirm that the assessments, taken as a whole, address
all of the Servicing Criteria and taken individually address the Servicing
Criteria for each party as set forth on Exhibit P and notify the Depositor of
any exceptions. Notwithstanding the foregoing, as to any subcontractor (as
defined in the related servicing agreement), an Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.

      Failure of the Master Servicer to comply with this Section 3.14 (including
with respect to the timeframes required in this Section) shall be deemed an
Event of Default, and the Trustee at the direction of the Depositor 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 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. This paragraph
shall supercede any other provision in this Agreement or any other agreement to
the contrary.

      The Trustee shall also provide 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 P hereto which are indicated as
applicable to the "trustee." In addition, the Trustee shall cause the Custodian
to deliver to 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 P hereto which are indicated
as applicable to a "custodian." Notwithstanding the foregoing, as to the Trustee
and any Custodian, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust Fund.

      Section 3.15 BOOKS AND RECORDS.

      The Master Servicer 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 Master Servicer's computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer 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 Master
Servicer 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 Master Servicer complies with the requirements
of Accepted Servicing Practices.

      The Master Servicer 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 Master Servicer'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.

      Section 3.16 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

      (a) (i) Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System ("EDGAR"), a 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 and detailing all data
elements specified in Item 1121(a) of Regulation AB; provided that the Trustee
shall have received no later than seven (7) calendar days after the related
Distribution Date, all information required to be provided to the Trustee as
described in clause (a)(ii) below. Any disclosure in addition to the Monthly
Statement that is required to be included on Form 10-D ("Additional Form 10-D
Disclosure") shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit Q to the Trustee and the Depositor and approved
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 with respect to when it is the reporting party as set
forth in Exhibit Q) and approval.

      (ii) (A) Within seven (7) calendar days after the related Distribution
Date, (i) the parties set forth in Exhibit Q shall be required to provide,
pursuant to section 3.16(a)(v) below, to the Trustee and the Depositor, to the
extent known, 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 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. The
Depositor will be responsible for any reasonable out-of-pocket expenses incurred
by the Trustee in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this Section.

            (B) After preparing the Form 10-D, the Trustee shall forward
      electronically a draft copy of the Form 10-D to the Depositor and the
      Master Servicer for review. No later than two (2) Business Days prior to
      the 15th calendar day after the related Distribution Date, a senior
      officer of the Master Servicer in charge of the servicing function 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 will follow
      the procedures set forth in Section 3.16(a)(vi). Promptly (but no later
      than one (1) Business Day) after filing with the Commission, the Trustee
      will make available on its internet website identified in Section 5.06 a
      final executed copy of each Form 10-D. The signing party at the Master
      Servicer can be contacted at 972-444-2828. The parties to this Agreement
      acknowledge that the performance by the Trustee of its duties under
      Sections 3.16(a)(i) and (vi) related to the timely preparation 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. The Trustee shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 10-D, where such failure results from
      the Trustee's inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence,
      bad faith or willful misconduct. 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 Q of their duties under this paragraph or
      to proactively solicit or procure from such parties any Additional Form
      10-D Disclosure information.

            (iii) (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 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 Q to the Trustee and
      the Depositor and approved by the Depositor, and the Trustee will have no
      duty or liability for any failure hereunder to determine or prepare any
      Additional Form 8-K Disclosure absent such reporting (other than with
      respect to when it is the reporting party as set forth in Exhibit Q) and
      approval.

            (B) For so long as the Trust is subject to the Exchange Act
      reporting requirements, no later than 12:00 p.m. New York City time on the
      2nd Business Day after the occurrence of a Reportable Event (i) the
      parties set forth in Exhibit Q shall be required pursuant to Section
      3.16(a)(v) below to provide to the Trustee and the Depositor, to the
      extent known, 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 will 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 will be responsible for any
      reasonable out-of-pocket expenses 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 draft copy of the Form 8-K to the Depositor and the
      Master Servicer for review. No later than the end of business New York
      City time on the 3rd Business Day after the Reportable Event, a senior
      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. If a Form 8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be
      amended, the Trustee will follow the procedures set forth in Section
      3.16(a)(vi). Promptly (but no later than one (1) Business Day) after
      filing with the Commission, the Trustee will, make available on its
      internet website identified in Section 5.06 a final executed copy of each
      Form 8-K. The signing party at the Master Servicer can be contacted at
      972-444-2828. The parties to this Agreement acknowledge that the
      performance by the Trustee of its duties under this Section 3.16(a)(iii)
      related to the timely preparation 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 3.16(a)(iii). The Trustee
      shall have no liability for any loss, expense, damage, claim arising out
      of or with respect to any failure to properly prepare and/or timely file
      such Form 8-K, where such failure results from the Trustee's inability or
      failure to receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form
      8-K, not resulting from its own negligence, bad faith or willful
      misconduct. 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 Q of their duties under this paragraph or to proactively
      solicit or procure from such parties any Additional Form 8-K Disclosure
      information.

                  (iv) (A) Within 90 days 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 2007, 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 Master Servicer and any subservicer, as described under
Section 3.13, (II)(A) the annual reports on assessment of compliance with
Servicing Criteria for the Master Servicer, each subservicer and subcontractor
participating in the servicing function, the Trustee and the Custodian, as
described under Section 3.14, and (B) if the Master Servicer's, the Trustee's or
the Custodian's report on assessment of compliance with servicing criteria
described under Section 3.14 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if the Master
Servicer's, the Trustee's or the Custodian's report on assessment of compliance
with Servicing Criteria described under Section 3.14 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 Master Servicer, the Trustee and the
Custodian, as described under Section 3.14, and (B) if any registered public
accounting firm attestation report described under Section 3.14 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 ("Sarbanes-Oxley Certification") as
described in this Section 3.16 (a)(iv)(D) below. 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, pursuant to the paragraph
immediately below, reported by the parties set forth on Exhibit Q to the Trustee
and the Depositor and approved 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 with respect
to when it is the reporting party as set forth in Exhibit Q) and approval.

            (B) No later than March 15th of each year that the Trust is subject
      to the Exchange Act reporting requirements, commencing in 2007, (i) the
      parties set forth in Exhibit Q shall be required to provide pursuant to
      Section 3.16(a)(v) below to the Trustee and the Depositor, to the extent
      known, 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 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 will be responsible for any reasonable
      out-of-pocket expenses incurred by the Trustee in connection with
      including any Form 10-K Disclosure Information on Form 10-K pursuant to
      this Section.

            (C) After preparing the Form 10-K, the Trustee shall forward
      electronically a draft copy of the Form 10-K to the Depositor and the
      Master Servicer for review. No later than 12:00 p.m. New York City time on
      the 4th Business Day prior to the 10-K Filing Deadline, a senior officer
      of the Master Servicer 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 3.16(a)(vi).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Trustee will make available on its internet website
      identified in Section 5.06 a final executed copy of each Form 10-K. The
      signing party at the Master Servicer can be contacted at 972-444-2828. The
      parties to this Agreement acknowledge that the performance by the Trustee
      of its duties under Sections 3.16(a)(iv) related to the timely preparation
      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, Section 3.13 and Section 3.14. The Trustee shall have no
      liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form
      10-K, where such failure results from the Trustee's inability or failure
      to receive, on a timely basis, any information from any other party hereto
      needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.
      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
      Q of their duties under this paragraph or to proactively solicit or
      procure from such parties any Additional Form 10-K Disclosure information.

            (D) Each Form 10-K shall include a certification (the
      "Sarbanes-Oxley Certification") required to be included therewith pursuant
      to the Sarbanes-Oxley Act. The Trustee shall, and the Master Servicer
      shall cause any subservicer or subcontractor engaged by it to, provide to
      the Person who signs the Sarbanes-Oxley Certification (the "Certifying
      Person"), by March 15 of each year in which the Trust is subject to the
      reporting requirements of the Exchange Act 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. The senior officer of the Master Servicer shall serve as
      the Certifying Person on behalf of the Trust. Such officer of the
      Certifying Person can be contacted at 972-444-2828. In the event the
      Trustee is terminated or resigns pursuant to the terms of this Agreement,
      the Trustee shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.16(a)(iv) with respect to the period of time it
      was subject to this Agreement.

            (v) 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 in the form attached hereto
as Exhibit R, 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 Q as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iv) above. Each of the Master Servicer, Sponsor, and
Depositor hereby agree to notify and provide to the extent known to the Trustee
and the Depositor all Additional Disclosure relating to the Trust Fund, with
respect to which such party is indicated in Exhibit Q as the responsible party
for providing that information. Within five Business Days of each Distribution
Date of each year that the Trust is subject to the Exchange Act reporting
requirements, the Depositor shall make available to the Trustee the related
Significance Estimate and the Trustee shall use such information to calculate
the related Significance Percentage. If the Significance Percentage meets either
of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation
AB, the Trustee shall deliver written notification to the Depositor, the Yield
Maintenance Agreement Provider and the related Swap Provider to that effect. The
Trustee shall request and the Depositor shall obtain from the Yield Maintenance
Agreement Provider and the Swap Provider any information required under
Regulation AB to the extent required under the Swap Agreement and Yield
Maintenance Agreement. The Depositor will be obligated pursuant to the Swap
Agreement and Yield Maintenance Agreement to provide to the Trustee any
information that may be required to be included in any Form 10-D, Form 8-K or
Form 10-K or written notification instructing the Trustee that such Additional
Disclosure regarding the Yield Maintenance Agreement Provider and Swap Provider
is not necessary for such Distribution Date. The Master Servicer shall be
responsible for determining the pool concentration applicable to any subservicer
or originator at any time.

            (vi) (A) On or prior to January 30 of the first year in which the
Trustee is able to do so under applicable law, the Trustee shall 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 will immediately notify the Depositor and the Master Servicer.
      In the case of Form 10-D and 10-K, the Depositor, Master Servicer and
      Trustee will 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, the Trustee will notify the Depositor and the Master Servicer and
      such parties will cooperate to prepare any necessary 8-KA, 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 a senior officer of the Master Servicer. The Depositor and
      Master Servicer acknowledge that the performance by the Trustee of its
      duties under this Section 3.16(a)(vi) related to the timely preparation
      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 performing
      their duties under this Section. The Trustee shall have no liability for
      any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare and/or timely file any such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
      results from the Trustee's inability or failure to receive, on a timely
      basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments
      to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

      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 3.16; 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. Copies of all reports filed by the Trustee under the Exchange Act shall be
sent to: the Depositor c/o Bear, Stearns & Co. Inc., Attn: Managing Director
Analysis and Control, One Metrotech Center North, Brooklyn, New York 11202-3859.
Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund.

      (b) In connection with the filing of any 10-K hereunder, the Trustee shall
sign a Back-Up Certification substantially in the form attached hereto as
Exhibit K for the Depositor regarding certain aspects of the Form 10-K
certification signed by the Master Servicer; provided, however, the Trustee
shall not be required to undertake an analysis of any accountant's report
attached as an exhibit to the Form 10-K.

      (c) The Trustee shall indemnify and hold harmless the Depositor and 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 Section 3.13, Section 3.14 and Section
3.16 or the Trustee's negligence, bad faith or willful misconduct in connection
therewith.

      The Depositor shall indemnify and hold harmless the Trustee and 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 Section 3.13, Section 3.14 and
Section 3.16 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith.

      The Master Servicer shall indemnify and hold harmless the Trustee and the
Depositor and their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Master Servicer
under Section 3.13, Section 3.14 and Section 3.16 or the Master Servicer's
negligence, bad faith or willful misconduct in connection therewith.

      If the indemnification provided for herein is unavailable or insufficient
to hold harmless the Master Servicer, Depositor or the Trustee, as applicable,
then the defaulting party, in connection with a breach of its respective
obligations under Section 3.13, Section 3.14 and Section 3.16 or its respective
negligence, bad faith or willful misconduct in connection therewith, 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.

      (d) Nothing shall be construed from the foregoing subsections (a), (b) and
(c) to require the Trustee or any officer, director or Affiliate thereof to sign
any Form 10-K or any certification contained therein. Furthermore, the inability
of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 3.16(a) or required signatures on such Form
10-K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

      (e) Notwithstanding the provisions of Section 11.01, this Section 3.16 may
be amended without the consent of the Certificateholders.

      Section 3.17 INTENTION OF THE PARTIES AND INTERPRETATION.

      Each of the parties acknowledges and agrees that the purpose of Sections
3.13, 3.14 and 3.16 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, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation AB,
(c) the parties shall comply with reasonable requests made by the Seller or the
Depositor for delivery of additional or different information as the Seller 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 3.18 UCC.

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

      Section 3.19 OPTIONAL PURCHASE OF CERTAIN MORTGAGE LOANS.

      With respect to any Mortgage Loans which as of the first day of a Fiscal
Quarter is delinquent in payment by 90 days or more or is an REO Property, the
Sponsor shall have the right to purchase any Mortgage Loan from the Trust which
becomes 90 days or more delinquent or becomes an REO Property 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.

      In addition, the Sponsor shall, at its option, purchase any Mortgage Loan
from the Trust if the first Due Date for such Mortgage Loan is subsequent to the
Cut-off Date and the initial Scheduled Payment is not made within thirty (30)
days of such Due Date. Such purchase shall be made at a price equal to the
Purchase Price.

      If at any time the Sponsor remits to the Master Servicer a payment for
deposit in the Protected Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Sponsor provides to the Trustee a certification
signed by a Servicing Officer stating that the amount of such payment has been
deposited in the Protected Account, then the Trustee shall execute the
assignment of such Mortgage Loan prepared and delivered to the Trustee, at the
request of the Sponsor, without recourse, representation or warranty, to the
Sponsor which shall succeed to all 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. The Sponsor
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.

      Section 3.20 OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF MORTGAGE
RATES AND SCHEDULED PAYMENTS.

      In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.20 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note and Mortgage, to the extent permitted by
applicable law.

      Section 3.21 RESERVE FUND; PAYMENTS TO AND FROM DERIVATIVE ADMINISTRATOR;
SUPPLEMENTAL INTEREST TRUST.

      (a) As of the Closing Date, the Trustee shall establish and maintain in
the name of the Supplemental Interest Trust, a separate trust for the benefit of
the Holders of the Class A Certificates and Class M Certificates and the Swap
Provider. The Supplemental Interest Trust shall hold the Swap Agreement, the
Yield Maintenance Agreement, the Derivative Administration Agreement and
Derivative Account. The Derivative Account shall be an Eligible Account, and
funds on deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trustee held pursuant to this Agreement. In performing its duties
hereunder and under the Swap Agreement, Yield Maintenance Agreement and
Derivative Administration Agreement, the Supplemental Interest Trust Trustee
shall be entitled to the same rights, protections and indemnities as provided to
the Trustee hereunder.

      (b) On or before the Closing Date, the Trustee shall establish a Reserve
Fund on behalf of the Holders of the Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Reserve Fund Deposit to be
deposited into the Reserve Fund. The Reserve Fund must be an Eligible Account.
The Reserve Fund shall be entitled "Reserve Fund, LaSalle Bank National
Association as Trustee for the benefit of holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-HE2". The Trustee shall
deposit in the Reserve Fund all payments received from the Derivative
Administrator that are payable to the Trust Fund pursuant to the Derivative
Administration Agreement. On each Distribution Date the Trustee shall remit such
amounts received from the Derivative Administrator to the Holders of the Class A
Certificates and Class M Certificates in the manner provided in clause (d)
below. In addition, on each Distribution Date as to which there is a Basis Risk
Shortfall Carry Forward Amount payable to any Class of Class A Certificates
and/or Class M Certificates, the Trustee shall deposit the amounts distributable
pursuant to clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund, and
the Trustee has been directed by the Class CE Certificateholder to distribute
amounts in respect of the Basis Risk Shortfall Carry Forward Amount to the
Holders of the Class A and/or Class M Certificates in the priorities set forth
in clauses (C) and (D) of Section 5.04(a)(4). Any amount paid to the Holders of
Class A Certificates and/or Class M Certificates pursuant to the preceding
sentence in respect of the Basis Risk Shortfall Carry Forward Amount from
amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4)
shall be treated as distributed to the Class CE Certificateholder in respect of
the Class CE Certificates and paid by the Class CE Certificateholder to the
Holders of the Class A Certificates and/or Class M Certificates. Any payments to
the Holders of the Class A Certificates and/or Class M Certificates in respect
of Basis Risk Shortfall Carry Forward Amount, whether pursuant to the second
preceding sentence or pursuant to subsection (d) below, shall not be payments
with respect to a Regular Interest in a REMIC within the meaning of Code Section
860(G)(a)(1).

      (c) Net Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event and to the
extent not paid by the Derivative Administrator on behalf of the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) payable by the Derivative Administrator, on
behalf of the Supplemental Interest Trust Trustee, to the Swap Provider pursuant
to the Swap Agreement shall be deducted from Interest Funds, and to the extent
of any such remaining amounts due, from Principal Funds, prior to any
distributions to the Certificateholders. On or before each Distribution Date,
such amounts shall be remitted to the Derivative Administrator, and deposited
into the Derivative Account, first to make any Net Swap Payment owed to the Swap
Provider pursuant to the Swap Agreement for such Distribution Date and for prior
Distribution Dates, if any, and second to make any Swap Termination Payment (not
due to a Swap Provider Trigger Event and to the extent not paid by the
Derivative Administrator on behalf of the Supplemental Interest Trust Trustee
from any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. In addition, the Trustee shall
remit to the Derivative Administrator for payment to the Swap Provider any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Swap Provider) payable under Section 10.01. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC VI Regular Interest IO to the extent of the amount distributable on such
REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Supplemental Interest Trust in respect of a Class IO
Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will be
subordinated to distributions to the Holders of the Class A Certificates and
Class M Certificates and shall be paid as set forth under Section 5.04(a)(4).

      (d) On or before each Distribution Date, Net Swap Payments payable by the
Swap Provider pursuant to the Swap Agreement, and payments payable by the Yield
Maintenance Agreement Provider under the Yield Maintenance Agreement, in each
case to the Derivative Administrator, on behalf of the Supplemental Interest
Trust Trustee, will be deposited by the Derivative Administrator, acting on
behalf of the Supplemental Interest Trust Trustee, into the Derivative Account
pursuant to the Derivative Administration Agreement. The Derivative
Administrator shall, to the extent provided in the Derivative Administration
Agreement, remit amounts on deposit in the Derivative Account to the Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Certificates in the following order of priority:

            (i) FIRST, to each Class of Class A Certificates, on a PRO RATA
      basis, to pay Current Interest and any Interest Carry Forward Amount to
      the extent due to the interest portion of a Realized Loss, in each case to
      the extent not fully paid pursuant to Section 5.04(a)(1);

            (ii) SECOND, sequentially to the Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
      M-10 Certificates, in that order, to pay Current Interest to the extent
      not fully paid pursuant to Section 5.04(a)(1) and any Interest Carry
      Forward Amount to the extent due to the interest portion of a Realized
      Loss;

            (iii) THIRD, to pay first, to each Class of Class A Certificates, on
      a PRO RATA basis, based on the amount of Basis Risk Shortfall Carry
      Forward Amount for each such Class, and second, sequentially to the Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9 and Class M-10 Certificates, in that order, any Basis
      Risk Shortfall Carry Forward Amounts for such Distribution Date; and

            (iv) FOURTH, to pay as principal to the Class A Certificates and
      Class M Certificates to be applied as part of the Extra Principal
      Distribution Amount payable under Section 5.04(a)(2) to the extent that
      the Overcollateralization Amount is reduced below the
      Overcollateralization Target Amount, as a result of Realized Losses and to
      the extent not paid by Excess Spread pursuant to Section 5.04(a)(4) for
      such Distribution Date. For the avoidance of doubt, any amounts
      distributable pursuant to this clause (iv) shall be limited to rebuilding
      overcollateralization to the extent overcollateralization has been reduced
      through Realized Losses.

      (e) The Reserve Fund is an "outside reserve fund" within the meaning of
Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund
but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the
nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the
beneficial owner of the Reserve Fund, subject to the power of the Trustee to
transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the
direction of the Class CE Certificateholder, be invested in Permitted
Investments that mature no later than the Business Day prior to the next
succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Class CE Certificateholder, not as a distribution in
respect of any interest in any REMIC, on such Distribution Date. All amounts
earned on amounts on deposit in the Reserve Fund shall be taxable to the Class
CE Certificateholder. Any losses on such investments shall be deposited in the
Reserve Fund by the Class CE Certificateholder out of its own funds immediately
as realized. The Derivative Account, which is created and maintained by the
Derivative Administrator pursuant to the Derivative Administration Agreement, is
an "outside reserve fund" within the meaning of Treasury Regulation Section
1.860G-2(h) and shall not be an asset of any REMIC created hereunder. The
beneficial owner of the Derivative Account is identified, and other matters
relating to the Derivative Account are addressed, in the Derivative
Administration Agreement.

      (f) The Trustee shall treat the Holders of Certificates (other than the
Class P, Class CE and Class R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE and Class R Certificates) shall be treated as
having agreed to pay, on each Distribution Date, to the Holder of the Class CE
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on such
Class of Certificates on such Distribution Date (such excess, a "Class IO
Distribution Amount"). A Class IO Distribution Amount payable from interest
collections shall be allocated PRO RATA among such Certificates based on the
excess of, with respect to each such Certificate, (i) the amount of interest
otherwise payable to the REMIC III Regular Interest relating to such Certificate
over (ii) the amount of interest payable to such Certificate at a per annum rate
equal to the Net Rate Cap, and a Class IO Distribution Amount payable from
principal collections shall be allocated to the most subordinate Class of
Certificates with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract, the Holder
of the Class CE Certificates shall be treated as having agreed to pay Basis Risk
Shortfall Carry Forward Amounts to the Holders of the Certificates (other than
the Class CE, Class P and Class R Certificates) in accordance with the terms of
this Agreement. Any payments to the Certificates from amounts deemed received in
respect of this notional principal contract shall not be payments with respect
to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
However, any payment from the Certificates (other than the Class CE, Class P and
Class R Certificates) of a Class IO Distribution Amount shall be treated for tax
purposes as having been received by the Holders of such Certificates in respect
of their interests in REMIC III and as having been paid by such Holders to the
Derivative Administrator pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P and Class R Certificates) shall be treated
as representing not only ownership of Regular Interests in REMIC III, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.

      Section 3.22 TAX TREATMENT OF CLASS IO DISTRIBUTION AMOUNTS IN THE EVENT
OF RESECURITIZATION OF CLASS A CERTIFICATES OR CLASS M CERTIFICATES.

      In the event that any Class A Certificate or Class M Certificate is
resecuritized in a REMIC (the "Resecuritization REMIC"), for federal income tax
purposes, (i) payments on the REMIC III Regular Interest corresponding to such
Class A Certificate or Class M Certificate shall, for the avoidance of doubt, be
deemed to include the related Class IO Distribution Amount, and (ii) to the
extent provided in the operative documents for the Resecuritization REMIC, (a)
payments on the "regular interests" issued by the Resecuritization REMIC shall
be deemed to include in the aggregate such Class IO Distribution Amount, and (b)
such Class IO Distribution Amount shall be deemed paid to the holder of the
Class CE Certificates pursuant to a notional principal contract entered into by
the holders of one or more "regular interests" issued by the Resecuritization
REMIC ("Resecuritization Holders") and the Holder of the Class CE Certificates.
In such event, Class IO Distribution Amounts deemed paid by Resecuritization
Holders under clause (b) of the immediately preceding sentence shall be paid on
behalf of such Holders pursuant to Section 3.21(c) hereof.

      Section 3.23 ADVANCING FACILITY.

      (a) The Master Servicer and/or the Trustee on behalf of the Trust Fund, in
either case, with the consent of the Master Servicer in the case of the Trustee
and, in each case, with notice to the Rating Agencies, is hereby authorized to
enter into a facility (the "Advancing Facility") with any Person which provides
that such Person (an "Advancing Person") may fund Advances and/or Servicing
Advances to the Trust Fund under this Agreement, although no such facility shall
reduce or otherwise affect the Master Servicer's obligation to fund such
Advances and/or Servicing Advances. If the Master Servicer enters into such an
Advancing Facility pursuant to this Section 3.23, upon reasonable request of the
Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advancing Facility. To
the extent that an Advancing Person funds any Advance or any Servicing Advance
and provides the Trustee with notice acknowledged by the Servicer that such
Advancing Person is entitled to reimbursement, such Advancing Person shall be
entitled to receive reimbursement pursuant to this Agreement for such amount to
the extent provided in Section 3.23(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement that
permits the applicable Advance or Servicing Advance to be reimbursed and the
section(s) of the Advancing Facility that entitle the Advancing Person to
request reimbursement from the Trustee, rather than the Master Servicer, and
include the Master Servicer's acknowledgment thereto or proof of an Event of
Default under the Advancing Facility. The Trustee shall have no duty or
liability with respect to any calculation of any reimbursement to be paid to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person's notice provided pursuant to this Section 3.23. An
Advancing Person whose obligations hereunder are limited to the funding of
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a subservicer pursuant to Section 8.02
hereof and will not be deemed to be a subservicer under this Agreement.

      (b) If an Advancing Facility is entered into, then the Master Servicer
shall not be permitted to reimburse itself therefor under Section 4.02(a)(ii),
Section 4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust
Fund, but instead the Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 4.02. The Trustee
is hereby authorized to pay to the Advancing Person, reimbursements for Advances
and Servicing Advances from the Distribution Account to the same extent the
Master Servicer would have been permitted to reimburse itself for such Advances
and/or Servicing Advances in accordance with Section 4.02(a)(ii), Section
4.02(a)(iii) or Section 4.02(a)(v), as the case may be, had the Master Servicer
itself funded such Advance or Servicing Advance. The Trustee is hereby
authorized to pay directly to the Advancing Person such portion of the Servicing
Fee as the parties to any advancing facility agree.

      (c) All Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a "first in-first out"
(FIFO) basis.

      (d) Any amendment to this Section 3.23 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an
Advancing Facility as described generally in this Section 3.23, including
amendments to add provisions relating to a successor master servicer, may be
entered into by the Trustee and the Master Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement.

      Section 3.24 SPECIAL SERVICER.

      On any Distribution Date on which (1) the servicer rating for the Master
Servicer is downgraded by a full rating category from its rating as of the
Closing Date by any of S&P, Moody's and Fitch and (2) a Special Servicer Trigger
is in effect for such Distribution Date, the Majority Class CE Certificateholder
or its designee shall have the option to direct the Master Servicer to appoint a
special servicer to service all of the Mortgage Loans that are 91 days or more
Delinquent as of such Distribution Date ("Special Servicer Delinquent Loans").
In addition, on each of the next three Distribution Dates and for every
Distribution Date occurring in the last month of each Fiscal Quarter thereafter,
if a Special Servicing Trigger is in effect the Majority Class CE
Certificateholder shall have the option to direct the Master Servicer to
transfer any additional Special Servicer Delinquent Loans as of such
Distribution Dates to the special servicer.

      The special servicer appointed at the direction of the Majority Class CE
Certificateholder or its designee shall be rated in the two highest special
servicer rankings by Moody's and such special servicer shall be a "Select
Special Servicer" as set forth in S&P's criteria. Such special servicer shall be
entitled to any Servicing Fees (including any related late payment charges)
payable to the Master Servicer with respect to any Special Servicer Delinquent
Loan the special servicer is servicing. In the event that a special servicer is
appointed, the Trustee shall provide prompt written notice to the Rating
Agencies of such appointment. The special servicer shall comply in all respects
with, and shall service such Special Servicer Delinquent Loans in accordance
with, this Agreement to the same extent that the Master Servicer is required to
under this Agreement. The special servicer shall indemnify the Master Servicer
for any losses, liabilities or damages incurred by the Master Servicer as a
result of the special servicer's servicing of any Special Servicer Delinquent
Loan and shall reimburse the Master Servicer for any and all Advances, out of
pocket expenses and accrued Servicing Fees made with respect to such Special
Servicer Delinquent Loans transferred to the special servicer.

                                   ARTICLE IV

                                    ACCOUNTS

      Section 4.01 COLLECTION OF MORTGAGE LOAN PAYMENTS; PROTECTED ACCOUNT.

      (a) The Master Servicer 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 are located to collect all
payments called for under the terms and provisions of the 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 Master Servicer may in its discretion (i) waive any late payment
charge and (ii) extend the due dates for payments due on a Mortgage Note for a
period not greater than 125 days. In the event of any such arrangement, the
Master Servicer shall make Advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements, and shall be
entitled to reimbursement therefor in accordance with Section 5.01. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law. In addition, if (x) a Mortgage Loan is in
default or default is reasonably foreseeable or (y) the Master Servicer delivers
to the Trustee a certification addressed to the Trustee, based on the advice of
counsel or certified public accountants, in either case, that have a national
reputation with respect to taxation of REMICs, that a modification of such
Mortgage Loan will not result in the imposition of taxes on or disqualify from
REMIC status any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI,
the Master Servicer may, (A) amend the related Mortgage Note to reduce the
Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall
in no event be lower than 5.00% with respect to any Mortgage Loan and (B) amend
any Mortgage Note to extend the maturity thereof.

      With respect to Mortgage Loans affected by Hurricane Katrina, if the
Mortgaged Property is located in public and individual assistance counties as
designated by FEMA (as set forth on its website www.fema.gov), the Master
Servicer may cease charging of late fees and credit reporting activity for
Mortgagors in such counties until May 1, 2006 and if reasonably prudent, may
extend such period as long as necessary. In addition, the Master Servicer may
suspend foreclosure and bankruptcy activity relating to certain Mortgage Loans
and if reasonably prudent, may extend such period as long as necessary.

      The Master Servicer shall not waive (or permit a sub-servicer to 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 Master Servicer, 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 Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the Class P Certificates, by remitting such amount to
the Trustee by the Distribution Account Deposit Date.

      (b) The Master Servicer 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 Master Servicer for the benefit of the Trustee on behalf of
the Certificateholders and designated "EMC Mortgage Corporation, as Master
Servicer, for the benefit of LaSalle Bank National Association, in trust for
registered Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-HE2". The Master Servicer 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 Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest due on the 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 Mortgage Loans;

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

            (iii) all Liquidation Proceeds, Subsequent Recoveries and Insurance
      Proceeds, other than proceeds to be applied to the restoration or repair
      of the Mortgaged Property or released to the Mortgagor in accordance with
      the Master Servicer's normal servicing procedures;

            (iv) any amount required to be deposited by the Master Servicer
      pursuant to Section 4.01(c) in connection with any losses on Permitted
      Investments;

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

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

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

      The foregoing requirements for remittance by the Master Servicer 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
Master Servicer. In the event that the Master Servicer shall remit any amount
not required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, 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 Master Servicer 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 4.02.

      (c) The institution that maintains the Protected Account shall invest the
funds in the Protected Account, in the manner directed by the Master Servicer,
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 Master Servicer 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 Master Servicer into the Protected
Account, out of the Master Servicer's own funds.

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

      Section 4.02 PERMITTED WITHDRAWALS FROM THE PROTECTED ACCOUNT.

      (a) The Master Servicer 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 Master Servicer), 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 Master Servicer for Advances made by it with
      respect to the Mortgage Loans, provided, however, that the Master
      Servicer's right of reimbursement pursuant to this subclause (ii) shall be
      limited to amounts received on particular 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 Mortgage Loan(s) in respect of which any such
      Advance was made;

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

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

            (v) to pay the Master Servicer any unpaid Servicing Fees and to
      reimburse it for any unreimbursed Servicing Advances, provided, however,
      that the Master Servicer's right to reimbursement for Servicing Advances
      pursuant to this subclause (v) with respect to any Mortgage Loan shall be
      limited to amounts received on particular 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;

            (vi) to pay to the Sponsor, with respect to each Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.19 of this Agreement, all amounts received thereon
      and not taken into account in determining the related Stated Principal
      Balance of such repurchased Mortgage Loan;

            (vii) to pay any expenses recoverable by the Master Servicer
      pursuant to Section 7.04 of this Agreement;

            (viii) to withdraw pursuant to Section 4.01 any amount deposited in
      the Protected Account and not required to be deposited therein; and

            (ix) to clear and terminate the Protected Account upon termination
      of this Agreement pursuant to Section 10.01 hereof.

      In addition, no later than 10:00 a.m. Eastern time on the Distribution
Account Deposit Date, the Master Servicer shall withdraw from the Protected
Account and remit to the Trustee the amount of Interest Funds (without taking
into account any reduction in the amount of Interest Funds attributable to the
application of clause (c) of the definition thereof contained in Article I of
this Agreement) and Principal Funds collected, to the extent on deposit, and the
Trustee shall deposit such amount in the Distribution Account. In addition, on
or before the Distribution Account Deposit Date, the Master Servicer shall remit
to the Trustee for deposit in the Distribution Account any Advances or any
payments of Compensating Interest required to be made by the Master Servicer
with respect to the Mortgage Loans. Furthermore, on each Distribution Account
Deposit Date, the Master Servicer shall remit to the Trustee all Prepayment
Charges collected by the Master Servicer with respect to the Mortgage Loans
during the related Prepayment Period.

      The Master Servicer 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), (vi) and (vii) above. Prior to making any withdrawal from the Protected
Account pursuant to subclause (iii), the Master Servicer 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 Master Servicer to
be a Nonrecoverable Advance and identifying the related Mortgage Loan(s), and
their respective portions of such Nonrecoverable Advance.

      Section 4.03 COLLECTION OF TAXES; ASSESSMENTS AND SIMILAR ITEMS; ESCROW
ACCOUNTS.

      With respect to each Mortgage Loan, to the extent required by the related
Mortgage Note, the Master Servicer 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 Master Servicer) for the
payment of taxes, assessments, hazard insurance premiums or comparable items for
the account of the Mortgagors. Nothing herein shall require the Master Servicer
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
Master Servicer out of related collections for any payments made with respect to
each 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 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 10.01 thereof. The Escrow Account
shall not be a part of the Trust Fund.

      Section 4.04 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.

      (b) All amounts deposited to 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.

      (c) The Distribution Account shall constitute an Eligible 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 invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person, the
Business Day preceding such Distribution Date. 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 withdraw or 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. ss. 92a(e),
and applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking corporations.

      Section 4.05 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT.

      (a) The Trustee will make or cause to be made such withdrawals or
transfers from the Distribution Account for the following purposes:

            (i) to pay to itself the Trustee Fee;

            (ii) to reimburse the Trustee, the Supplemental Interest Trust
      Trustee or the Derivative Administrator for expenses, costs and
      liabilities incurred by or reimbursable to it pursuant to this Agreement;

            (iii) to pay investment income to the Trustee;

            (iv) to remove amounts deposited in error;

            (v) to make distributions to the Derivative Administrator for
      payment to the Swap Provider as provided in this Agreement; and

            (vi) to clear and terminate the Distribution Account pursuant to
      Section 10.01.

      (b) On each Distribution Date, the Trustee shall distribute Interest Funds
and Principal Funds in the Distribution Account to the Holders of the
Certificates in accordance with Section 5.04.

      Section 4.06 CLASS P CERTIFICATE ACCOUNT.

      (a) The Trustee shall establish and maintain in the name of the Trustee,
for the benefit of the Class P Certificateholders, the Class P Certificate
Account as a segregated trust account or accounts.

      (b) On the Closing Date, the Depositor will deposit, or cause to be
deposited in the Class P Certificate Account, an amount equal to $100. All
amounts deposited to the Class P Certificate Account shall be held by the
Trustee in the name of the Trustee in trust for the benefit of the Class P
Certificateholders in accordance with the terms and provisions of this
Agreement. The amount on deposit in the Class P Certificate Account shall be
held uninvested.

                                   ARTICLE V

                           DISTRIBUTIONS AND ADVANCES

      Section 5.01 ADVANCES.

      The Master Servicer shall, or shall cause the related subservicer pursuant
to the Subservicing Agreement to, make an Advance (other than any balloon
payments) and deposit such Advance in the Protected Account. Each such Advance
shall be remitted to the Distribution Account no later than 10:00 a.m. Eastern
time on the Distribution Account Deposit Date in immediately available funds.
The Master Servicer shall be obligated to make any such Advance only to the
extent that such advance would not be a Nonrecoverable Advance. If the Master
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 Master Servicer shall deliver (i) to the Trustee for
the benefit of the Certificateholders funds constituting the remaining portion
of such Advance, if applicable, and (ii) to the Depositor, 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 subservicer fails to make a required Advance, the Master
Servicer shall be required to remit the amount of such Advance to the
Distribution Account.

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

      The Master Servicer 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 4.02. The obligation to make Advances with respect to any
Mortgage Loan shall continue until such 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 5.01.

      Subject to and in accordance with the provisions of Article VIII 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 5.01.

      Section 5.02 COMPENSATING INTEREST PAYMENTS.

      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 Mortgage Loan, the Master Servicer 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 Business Day immediately preceding such Distribution
Date, an amount equal to the Prepayment Interest Shortfall; and in case of such
deposit, the Master Servicer shall not be entitled to any recovery or
reimbursement from the Depositor, the Trustee, the Seller, the Trust Fund or the
Certificateholders.

      Section 5.03 REMIC DISTRIBUTIONS.

      On each Distribution Date the Trustee shall be deemed to have allocated
distributions to the REMIC I Regular Interests, REMIC II Regular Interests,
Class CE Interest, Class P Interest and Class IO Interest in accordance with
Section 5.07 hereof.

      Section 5.04 DISTRIBUTIONS.

            (a) Subject to Section 3.21(c), on each Distribution Date, an amount
      equal to the Interest Funds and Principal Funds for each Loan Group for
      such Distribution Date shall be withdrawn by the Trustee from the
      Distribution Account and distributed in the following order of priority:

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

                        (A) From Interest Funds in respect of:

                              (i) Loan Group I, to the Class I-A-1, Class I-A-2
                        and Class I-A-3 Certificates, the Current Interest and
                        any Interest Carry Forward Amount for each such Class,
                        on a PRO RATA basis, based on the entitlement of each
                        such Class; and

                              (ii) Loan Group II, to the Class II-A
                        Certificates, the Current Interest and any Interest
                        Carry Forward Amount for such Class;

                        (B) From remaining Interest Funds in respect of the
                  non-related Loan Group, to the non-related Class I-A
                  Certificates and Class II-A Certificates, the remaining
                  Current Interest, if any, and the remaining Interest Carry
                  Forward Amount, if any, for such Classes, PRO RATA based on
                  the entitlement of each such Class;

                        (C) From remaining Interest Funds in respect of both
                  Loan Groups, sequentially to the Class M-1, Class M-2, Class
                  M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
                  Class M-9 and Class M-10 Certificates, in that order, the
                  Current Interest for such Class.

      Any Excess Spread to the extent necessary to meet a level of
overcollateralization equal to the Overcollateralization Target Amount will be
the Extra Principal Distribution Amount and will be included as part of the
Principal Distribution Amount. Any Remaining Excess Spread together with any
Overcollateralization Release Amount will be applied as Excess Cashflow and
distributed pursuant to clauses (4)(A) through (H) below.

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

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

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

                        (i) To the Class A Certificates, the Principal
                  Distribution Amount for such Distribution Date to be
                  distributed as follows:

                              (1) from the Group I Principal Distribution Amount
                        for such Distribution Date, sequentially, to the Class
                        I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that
                        order, in each case until the Certificate Principal
                        Balance thereof is reduced to zero; and

                              (2) from the Group II Principal Distribution
                        Amount for such Distribution Date, to the Class II-A
                        Certificates, until the Certificate Principal Balance
                        thereof is reduced to zero;

                        (ii) To the Class M-1 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (iii) To the Class M-2 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (iv) To the Class M-3 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (v) To the Class M-4 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (vi) To the Class M-5 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (vii) To the Class M-6 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (viii) To the Class M-7 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (ix) To the Class M-8 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (x) To the Class M-9 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero; and

                        (xi) To the Class M-10 Certificates, from any remaining
                  Principal Funds in respect of both Loan Groups for such
                  Distribution Date, until the Certificate Principal Balance
                  thereof is reduced to zero.

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

                        (i) To the Class A Certificates, the Principal
                  Distribution Amount for such Distribution Date to be
                  distributed as follows:

                              (1) from the Group I Principal Distribution Amount
                        for such Distribution Date, sequentially, to the Class
                        I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that
                        order, the Class I-A Principal Distribution Amount for
                        such Distribution Date, in each case until the
                        Certificate Principal Balance thereof is reduced to
                        zero; and

                              (2) from the Group II Principal Distribution
                        Amount for such Distribution Date, to the Class II-A
                        Certificates, the Class II-A Principal Distribution
                        Amount for such Distribution Date, until the Certificate
                        Principal Balances thereof are reduced to zero;

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

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

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

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

                        (vi) To the Class M-5 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-5 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (vii) To the Class M-6 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-6 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (viii) To the Class M-7 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-7 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (ix) To the Class M-8 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-8 rincipal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero;

                        (x) To the Class M-9 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-9 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero; and

                        (xi) To the Class M-10 Certificates, from any remaining
                  Principal Distribution Amount in respect of both Loan Groups
                  for such Distribution Date, the Class M-10 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero.

            (3) Notwithstanding the provisions of clauses (2)(A) and (B) above,
      if on any Distribution Date the Class A Certificates related to a Loan
      Group are no longer outstanding, the PRO RATA portion of the Principal
      Distribution Amount or the applicable Class A Principal Distribution
      Amount, as applicable, otherwise allocable to such Class A Certificates
      will be allocated to the remaining group of Class A Certificates PRO RATA
      in the same manner and order of priority described above; and

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

                  (A) from any remaining Excess Cashflow, to the Class A
            Certificates, (a) first, any remaining Interest Carry Forward Amount
            for such Classes, PRO RATA, in accordance with the Interest Carry
            Forward Amount due with respect to each such Class, to the extent
            not fully paid pursuant to clause (1) (A) above and Section 3.21(d)
            and (b) second, any Unpaid Realized Loss Amount for such Classes for
            such Distribution Date, PRO rata, in accordance with the Applied
            Realized Loss Amount allocated to each such Class;

                  (B) from any remaining Excess Cashflow, sequentially, to the
            Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
            Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that
            order, an amount equal to the Interest Carry Forward Amount for each
            such Class for such Distribution Date to the extent not fully paid
            pursuant to Section 3.21(d);

                  (C) from any remaining Excess Cashflow otherwise distributable
            to the Class CE Interest and the Class CE Certificates, to the
            Reserve Fund, (i) first, to pay to the Classes of Class I-A
            Certificates and Class II-A Certificates, any Basis Risk Shortfall
            Carry Forward Amount for such Classes for such Distribution Date, on
            a PRO RATA basis, based on the amount of the Basis Risk Shortfall
            Carry Forward Amount for each such Class and to the extent not paid
            pursuant to Section 3.21(d) and to the extent such amount exceeds
            the amounts then on deposit in the Reserve Fund, and (ii) second, to
            maintain a balance in the Reserve Fund equal to the Reserve Fund
            Deposit;

                  (D) from any remaining Excess Cashflow otherwise distributable
            to the Class CE Interest and the Class CE Certificates, to the
            Reserve Fund, (i) first, to pay to the Class M-1, Class M-2, Class
            M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
            M-9 and Class M-10 Certificates, sequentially in that order, any
            Basis Risk Shortfall Carry Forward Amount for each such Class for
            such Distribution Date, if any, in each case to the extent not paid
            pursuant to Section 3.21(d) and to the extent such amount exceeds
            the amounts then on deposit in the Reserve Fund, and (ii) second, to
            maintain a balance in the Reserve Fund equal to the Reserve Fund
            Deposit;

                  (E) from any remaining Excess Cashflow, to the Class A
            Certificates, on a PRO RATA basis, based on the entitlement of each
            such Class, and then sequentially to the Class M-1, Class M-2, Class
            M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
            M-9 and Class M-10 Certificates, in that order, the amount of Relief
            Act Shortfalls and any Prepayment Interest Shortfalls allocated to
            such Classes of Certificates, to the extent not previously
            reimbursed;

                  (F) from any remaining Excess Cashflow, to the Derivative
            Administrator for payment to the Swap Provider, any Swap Termination
            Payments due to a Swap Provider Trigger Event owed by the Trust Fund
            (to the extent not paid by the Derivative Administrator from any
            upfront payment received pursuant to any replacement interest rate
            swap agreement that may be entered into by the Supplemental Interest
            Trust Trustee);

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

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

      On each Distribution Date, all amounts in respect of Prepayment Charges
shall be distributed to the Holders of the Class P Interest and the Class P
Certificates, provided that such distributions shall not be in reduction of the
principal balance thereof. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.

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

      In addition, notwithstanding the foregoing clause (a)(2), to the extent a
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, and such amount will be paid pursuant to Section 3.21(f).

      (b) In addition to the foregoing distributions, with respect to any
Subsequent Recoveries, the Master Servicer shall deposit such funds into the
Protected Account pursuant to Section 4.01(b)(iii). If, after taking into
account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the Class of Certificates with the highest
payment priority to which Realized Losses have been allocated, but not by more
than the amount of Realized Losses previously allocated to that Class of
Certificates pursuant to Section 5.05; provided, however, to the extent that no
reductions to a Certificate Principal Balance of any Class of Certificates
currently exists as the result of a prior allocation of a Realized Loss, such
Subsequent Recoveries will be applied as Excess Spread. The amount of any
remaining Subsequent Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next highest payment
priority, up to the amount of such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 5.05, and so on. Holders of such
Certificates will not be entitled to any payment in respect of Current Interest
on the amount of such increases for any 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 Certificate of such Class
in accordance with its respective Percentage Interest.

      (c) Subject to Section 10.02 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 such Holder has so notified
the Trustee at least 5 Business Days prior to the related Record Date, 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 10.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the name
of a Depository shall be made to such Depository in immediately available funds.

      (d) On or before 5:00 p.m. Eastern time on the fifth Business Day
immediately preceding each Distribution Date, the Master Servicer shall deliver
a report to the Trustee in electronic form (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
make the required distributions for the related Distribution Date.

      Section 5.05 ALLOCATION OF REALIZED LOSSES.

      (a) All Realized Losses on the Mortgage Loans allocated to any REMIC II
Regular Interest pursuant to Section 5.05(c) on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: first, to Excess
Spread as part of the payment in respect of the Extra Principal Distribution
Amount for such Distribution Date; second, to the Class CE Interest and Class CE
Certificates, until the Certificate Principal Balance or Uncertificated
Principal Balance thereof, as applicable, has been reduced to zero; third, to
the Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-4 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-3 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth, to the
Class M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; thirteenth, to the related Class or Classes of Class A
Certificates, on a PRO RATA basis, until the Certificate Principal Balances
thereof have been reduced to zero; and fourteenth, to the unrelated Class or
Classes of Class A Certificates, on a PRO RATA basis, until the Certificate
Principal Balances thereof have been reduced to zero. All Realized Losses to be
allocated to the Certificate Principal Balances of all Classes on any
Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above. All references above to the Certificate
Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately prior to the relevant Distribution
Date, before reduction thereof by any Realized Losses, in each case to be
allocated to such Class of Certificates, on such Distribution Date.

      (b) Any allocation of Realized Losses to a Class of Certificates or to the
Class CE Interest on any Distribution Date shall be made by reducing the
Certificate Principal Balance or Uncertificated Principal Balance thereof by the
amount so allocated; any allocation of Realized Losses to Excess Spread shall be
made by reducing the amount otherwise payable in respect of the Class CE
Interest and the Class CE Certificates pursuant to clause (G) of Section
5.04(a)(4). No allocations of any Realized Losses shall be made to the
Certificate Principal Balance or Uncertificated Principal Balance, as
applicable, of the Class P Interest and the Class P Certificates.

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

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

      (c) (i) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date, first, to REMIC I Regular Interest I-Non-Swap until the
Uncertificated Principal Balance thereof has been reduced to zero, and second,
to REMIC I Regular Interest I-6-A through REMIC I Regular Interest I-60-B,
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Group I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated PRO RATA between
such REMIC I Regular Interests. All Realized Losses on the Group II Loans shall
be allocated on each Distribution Date, first, to REMIC I Regular Interest
II-Non-Swap until the Uncertificated Principal Balance thereof has been reduced
to zero, and second, to REMIC I Regular Interest II-6-A through REMIC I Regular
Interest II-60-B, starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has been
reduced to zero, provided that, for REMIC I Group II Regular Interests with the
same numerical denomination, such Realized Losses shall be allocated PRO RATA
between such REMIC I Regular Interests.

            (ii) The REMIC II Marker Percentage of all Realized Losses on the
      Mortgage Loans shall be allocated by the Trustee on each Distribution Date
      to the following REMIC II Regular Interests in the specified percentages,
      as follows: first, to Uncertificated Accrued Interest payable to the REMIC
      II Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate
      amount equal to the REMIC II Interest Loss Allocation Amount (without
      duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and
      2.00%, respectively; second, to the Uncertificated Principal Balances of
      the REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an
      aggregate amount equal to the REMIC II Principal Loss Allocation Amount,
      98.00% and 2.00%, respectively; third, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-10
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-10 has been reduced to zero; fourth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-9
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-9 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-8
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-8 has been reduced to zero; sixth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-7
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-7 has been reduced to zero; seventh, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-6
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-6 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-5 has been reduced to zero; ninth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-4
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-4 has been reduced to zero; tenth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-3
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-3 has been reduced to zero; eleventh, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-2 has been reduced to zero; twelfth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-1
      and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest
      M-1 has been reduced to zero; thirteenth, to the Uncertificated Principal
      Balance of REMIC II Regular Interest AA, 98.00%, to the Uncertificated
      Principal Balances of the related REMIC II Regular Interests I-A-1, I-A-2,
      I-A-3 and II-A, 1.00% PRO RATA, and to the Uncertificated Principal
      Balance of REMIC II Regular Interest ZZ, 1.00%, until the Uncertificated
      Principal Balances of such REMIC II Regular Interests I-A-1, I-A-2, I-A-3
      and II-A have been reduced to zero; and fourteenth, to the Uncertificated
      Principal Balance of REMIC II Regular Interest AA, 98.00%, to the
      Uncertificated Principal Balances of the unrelated REMIC II Regular
      Interests I-A-1, I-A-2, I-A-3 and II-A, 1.00% PRO rata, and to the
      Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
      until the Uncertificated Principal Balances of such REMIC II Regular
      Interests I-A-1, I-A-2, I-A-3 and II-A have been reduced to zero.

            (iii) The REMIC II Sub WAC Allocation Percentage of all Realized
      Losses shall be applied after all distributions have been made on each
      Distribution Date first, so as to keep the Uncertificated Principal
      Balance of each REMIC II Regular Interest ending with the designation
      "Grp" equal to 0.01% of the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group; second, to each REMIC II Regular
      Interest ending with the designation "Sub" so that the Uncertificated
      Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
      of the excess of (x) the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group over (y) the current aggregate
      Certificate Principal Balance of the Class A Certificates related to such
      Loan Group (except that if any such excess is a larger number than in the
      preceding distribution period, the least amount of Realized Losses shall
      be applied to such REMIC II Regular Interests such that the REMIC II
      Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC II Regular Interest XX.

      Section 5.06 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, the Swap
Provider and the Depositor a statement setting forth for the Certificates:

            (i) the applicable record dates, accrual periods, determination
      dates 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 Master Servicer for the related Due Period;

            (iv) the amount of any Net Swap Payment payable to the Derivative
      Administrator, any Net Swap Payment payable to the Swap Provider, any Swap
      Termination Payment payable to the Derivative Administrator and any Swap
      Termination Payment payable to the Swap Provider;

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

            (vi) the amount of such distribution to Holders of each Class of
      Class A Certificates and Class M Certificates allocable to interest and
      the portion thereof, if any, provided by the Swap Agreement and Yield
      Maintenance Agreement and the amount of coverage remaining under either
      credit enhancement;

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

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

            (ix) the number and the aggregate of the Stated Principal Balance of
      (A) all of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans,
      for the following Distribution Date;

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

            (xi) the number and aggregate Stated Principal Balance of the
      Mortgage Loans in each Loan Group (A) Delinquent (exclusive of Mortgage
      Loans in foreclosure and bankruptcy) (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 and separately identifying such
      information for the (1) first lien Mortgage Loans, (2) second lien
      Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan
      Group;

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

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

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

            (xv) if applicable, material modifications, extensions or waivers to
      Mortgage Loan terms, fees, penalties or payments during the preceding
      calendar month or that have become material over time;

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

            (xvii) the total number and principal balance of any real estate
      owned or REO Properties as of the close of business on the Determination
      Date preceding such Distribution Date;

            (xviii) 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 close of business on the last day of the
      calendar month preceding such Distribution Date and separately identifying
      such information for the (1) first lien Mortgage Loans, and (2) Adjustable
      Rate Mortgage Loans;

            (xix) the Realized Losses during the related Prepayment Period and
      the cumulative Realized Losses through the end of the preceding month;

            (xx) whether a Trigger Event exists;

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

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

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

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

            (xxv) information regarding any new issuance of securities backed by
      the same asset pool, any pool asset changes, such as additions or removals
      of Mortgage Loans from the Trust Fund, if applicable; and

            (xxvi) any material changes in the solicitation, credit-granting,
      underwriting, origination, acquisition or Mortgage Loan selection criteria
      or procedures, as applicable, used to originate, acquire or select
      Mortgage Loans for the Trust Fund.

      The Depositor covenants that if there is a material change in the
solicitation, credit-granting, underwriting, origination, acquisition or
Mortgage Loan selection criteria or procedures, as applicable, used to
originate, acquire or select Mortgage Loans for the Trust Fund that it will
notify the Trustee five calendar days before each Distribution Date, and if no
such notification occurs, the Trustee has no obligation to report with respect
to (xxvi). The Depositor covenants to the Trustee that there will be no new
issuance of securities backed by the same asset pool, so the Trustee will only
be responsible in (xxv) above for reporting any pool asset changes, such as
additions or removals of Mortgage Loans from the Trust Fund.

      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.etrustee.net".
Assistance in using the website can be obtained by calling the Trustee's
transaction administrator at (312) 992-2745. 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) (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 parties providing the
information to the Trustee. The Trustee will make available a copy of each
statement provided pursuant to this Section 5.06 to each Rating Agency.

      (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished upon request to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(v) and (a)(vi) of this
Section 5.06 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 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 and residual interests created
      hereunder and on the Mortgage Loans, based on the Prepayment Assumption;

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

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

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

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

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

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

      The information pursuant to clauses (i), (ii), (iii) and (iv) above shall
be provided by the Depositor pursuant to Section 9.12.

      Section 5.07 REMIC DESIGNATIONS AND REMIC DISTRIBUTIONS.

      (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under Section 860D of
the Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections. The assets of REMIC I shall include the
Mortgage Loans and all interest owing in respect of and principal due thereon,
the Distribution Account, the Protected Account, any REO Property, any proceeds
of the foregoing and any other assets subject to this Agreement (other than the
Reserve Fund, any Prepayment Charge Waiver Amounts and, for the avoidance of
doubt, the Supplemental Interest Trust, the Swap Agreement, the Yield
Maintenance Agreement, the Derivative Account and any rights or obligations in
respect of the Derivative Administration Agreement). The REMIC I Regular
Interests shall constitute the assets of REMIC II. The REMIC II Regular
Interests shall constitute the assets of REMIC III. The Class CE Interest shall
constitute the assets of REMIC IV. The Class P Interest shall constitute the
assets of REMIC V. The Class IO Interest shall constitute the assets of REMIC
VI.

      (b)   (1) On each Distribution Date, the following amounts with respect to
Loan Group I, in the following order of priority, shall be distributed by REMIC
I to REMIC II on account of REMIC I Regular Interest I-Non-Swap and REMIC I
Regular Interests I-6-A through I-60-B or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-1 Certificates, as the
case may be:

            (i) to holders of REMIC I Regular Interest I-Non-Swap and each of
      the REMIC I Regular Interests I-6-A through I-60-B, PRO RATA, in an amount
      equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
      Interests for such Distribution Date, plus (B) any amounts payable in
      respect thereof remaining unpaid from previous Distribution Dates.

            (ii) to the extent of amounts remaining after the distributions made
      pursuant to clause (i) above, payments of principal shall be allocated as
      follows: first, to REMIC I Regular Interest I-Non-Swap, until the
      Uncertificated Principal Balance of such REMIC I Regular Interest is
      reduced to zero, and second, to REMIC I Regular Interests I-6-A through
      I-60-B starting with the lowest numerical denomination until the
      Uncertificated Principal Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Group I Regular Interests with
      the same numerical denomination, such payments of principal shall be
      allocated PRO RATA between such REMIC I Regular Interests.

            (2) On each Distribution Date, the following amounts with respect to
Loan Group II, in the following order of priority, shall be distributed by REMIC
I to REMIC II on account of REMIC I Regular Interest II-Non-Swap and REMIC I
Regular Interests II-6-A through II-60-B or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-1 Certificates, as the
case may be:

            (i) to the Holders of REMIC I Regular Interest II-Non-Swap and each
      of the REMIC I Regular Interests II-6-A through II-60-B, PRO RATA, in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC I
      Regular Interests for such Distribution Date, plus (B) any amounts payable
      in respect thereof remaining unpaid from previous Distribution Dates.

            (ii) to the extent of amounts remaining after the distributions made
      pursuant to clause (i) above, payments of principal shall be allocated as
      follows: first, to REMIC I Regular Interest II-Non-Swap, until the
      Uncertificated Principal Balance of such REMIC I Regular Interest is
      reduced to zero, and second, to REMIC I Regular Interests II-6-A through
      II-60-B starting with the lowest numerical denomination until the
      Uncertificated Principal Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Group II Regular Interests
      with the same numerical denomination, such payments of principal shall be
      allocated PRO RATA between such REMIC I Regular Interests.

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

      (c) (1) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC II to REMIC III on account of
the REMIC II Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R-2 Certificates, as the case may be:

            (i) to the holders of REMIC II Regular Interest IO, in an amount
      equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular
      Interest for such Distribution Date, plus (B) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates;

            (ii) to the extent of the REMIC II Marker Allocation Percentage of
      the Interest Funds remaining after the distributions pursuant to clause
      (i), to the holders of each REMIC II Regular Interest (other than REMIC II
      Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P), PRO rata, in
      an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
      II Regular Interest for such Distribution Date, plus (B) any amounts in
      respect thereof remaining unpaid from previous Distribution Dates. Amounts
      payable as Uncertificated Accrued Interest in respect of REMIC II Regular
      Interest ZZ shall be reduced when the REMIC II Overcollateralization
      Amount is less than the REMIC II Required Overcollateralization Amount, by
      the lesser of (x) the amount of such difference and (y) the Maximum
      Uncertificated Accrued Interest Deferral Amount, and such amount will be
      payable to the holders of each REMIC II Regular Interest for which a Class
      A Certificate or Class M Certificate is the Corresponding Certificate in
      the same proportion as the Extra Principal Distribution Amount is
      allocated to the Corresponding Certificates for each such REMIC II Regular
      Interest, and the Uncertificated Principal Balance of REMIC II Regular
      Interest ZZ shall be increased by such amount;

            (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of
      the Interest Funds remaining after the distribution pursuant to clause
      (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular
      Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest
      2-Grp and REMIC II Regular Interest XX, PRO RATA, an amount equal to (A)
      the Uncertificated Accrued Interest for such Distribution Date, plus (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

            (iv) to the holders of REMIC II Regular Interests (other than REMIC
      II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an
      amount equal to the REMIC II Marker Allocation Percentage of the remainder
      of the Interest Funds and Principal Funds for both Loan Groups for such
      Distribution Date after the distributions made pursuant to clauses (i),
      (ii) and (iii) above, allocated as follows:

                  (A) 98% of such remainder to the holders of REMIC II Regular
            Interest AA, until the Uncertificated Principal Balance of such
            REMIC II Regular Interest is reduced to zero;

                  (B) 2% of such remainder, first, to the holders of each REMIC
            II Regular Interest for which a Class A Certificate or Class M
            Certificate is the Corresponding Certificate, in an aggregate amount
            equal to 1% of and in the same proportion as principal payments are
            allocated to the Corresponding Certificates for each such REMIC II
            Regular Interest, until the Uncertificated Principal Balances of
            such REMIC II Regular Interests are reduced to zero; and second, to
            the holders of REMIC II Regular Interest ZZ, until the
            Uncertificated Principal Balance of such REMIC II Regular Interest
            is reduced to zero; then

                  (C) any remaining amount to the Holders of the Class R-2
            Certificates;

            (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II
      Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular
      Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the
      REMIC II Sub WAC Allocation Percentage of the remainder of the Interest
      Funds and Principal Funds for both Loan Groups for such Distribution Date
      after the distributions made pursuant to clauses (i), (ii) and (iii)
      above, first, so as to keep the Uncertificated Principal Balance of each
      REMIC II Regular Interest ending with the designation "Grp" equal to 0.01%
      of the aggregate Stated Principal Balance of the Mortgage Loans in the
      related Loan Group; second, to each REMIC II Regular Interest ending with
      the designation "Sub," so that the Uncertificated Principal Balance of
      each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
      the aggregate Stated Principal Balance of the Mortgage Loans in the
      related Loan Group over (y) the current aggregate Certificate Principal
      Balance of the Class A Certificates related to such Loan Group (except
      that if any such excess is a larger number than in the preceding
      distribution period, the least amount of principal shall be distributed to
      such REMIC II Regular Interests such that the REMIC II Subordinated
      Balance Ratio is maintained); and third, any remaining amount to REMIC II
      Regular Interest XX; and

            (vi) to the holders of REMIC II Regular Interest P, 100% of the
      amounts deemed distributed on REMIC I Regular Interest P.

      (d) On each Distribution Date, an amount equal to the amounts distributed
pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed
distributed from REMIC III to REMIC IV in respect of the Class CE Distribution
Amount distributable to the Class CE Interest.

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

      (f) On each Distribution Date, 100% of the amounts deemed distributed on
REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC
VI in respect of the Class IO Interest. Such amounts shall be deemed distributed
by REMIC VI to the Derivative Administrator for deposit into the Derivative
Account.

                                   ARTICLE VI

                                THE CERTIFICATES

      Section 6.01 THE CERTIFICATES.

      The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-5. 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:


                                                  ORIGINAL
                                 INTEGRAL        CERTIFICATE
                                MULTIPLE IN       PRINCIPAL
                 MINIMUM         EXCESS OF       BALANCE OR
   CLASS      DENOMINATION        MINIMUM      NOTIONAL AMOUNT
   -----     ---------------    -----------   -----------------
   I-A-1       $     100,000       $1.00      $  198,258,000.00
   I-A-2       $     100,000       $1.00      $   74,638,000.00
   I-A-3       $     100,000       $1.00      $   14,310,000.00
    II-A       $     100,000       $1.00      $  241,697,000.00
    M-1        $     100,000       $1.00      $   32,836,000.00
    M-2        $     100,000       $1.00      $   26,127,000.00
    M-3        $     100,000       $1.00      $   15,888,000.00
    M-4        $     100,000       $1.00      $   13,770,000.00
    M-5        $     100,000       $1.00      $   13,064,000.00
    M-6        $     100,000       $1.00      $   12,004,000.00
    M-7        $     100,000       $1.00      $   10,945,000.00
    M-8        $     100,000       $1.00      $    9,886,000.00
    M-9        $     100,000       $1.00      $    8,121,000.00
    M-10       $     100,000       $1.00      $    8,827,000.00
    CE            10%               1%        $  706,145,220.67 (1)
    P            100               N/A        $          100.00
    R-1          100%              N/A                N/A
    R-2          100%              N/A                N/A
    R-3          100%              N/A                N/A
    RX           100%              N/A                N/A

(1) This is a Notional Amount.


      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 6.02 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 6.09 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) Subject to Subsection 6.07 and, in the case of any Global Certificate
or Private Certificate upon the satisfaction of the conditions set forth below,
upon surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Percentage
Interest, but bearing a different number.

      (c) Subject to Subsection 6.02(g), 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 this Subsection 6.02(c) 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 6.02(h).

            (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 6.02(h).

            (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.

      (d) Subject to Subsection 6.02(g), 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 6.02(d) 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.

      (e) (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.

      (f) 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-2.

      (g) Subject to the restrictions on transfer and exchange set forth in this
Section 6.02, 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 6.01 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.

      (h) 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 by (x)(i) the
delivery to the Trustee by the Certificateholder desiring to effect such
transfer of a certificate substantially in the form set forth in Exhibit D (the
"Transferor Certificate") and (ii) the delivery by the Certificateholder's
prospective transferee of (A) a letter in substantially the form of Exhibit E
(the "Investment Letter") if the prospective transferee is an Institutional
Accredited Investor or (B) a letter in substantially the form of Exhibit F (the
"Rule 144A and Related Matters Certificate") if the prospective transferee is a
QIB 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 Sellers, the Master Servicer or the Trustee. 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. 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. Each Holder of a Private Certificate desiring to effect such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Sellers 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.

      Prior to the termination of the Supplemental Interest Trust, no Transfer
of a Class A Certificate or Class M Certificate shall be made unless either (i)
the Trustee and the Master Servicer shall have received a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee and the Master Servicer, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code (either a "Plan"), or a Person acting
on behalf of a Plan or using the assets a Plan, or (ii) the transferee provides
a representation, or is deemed to represent in the case of the Global
Certificate that the proposed transfer or holding of such Certificate are
eligible for exemptive relief under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited Transaction
Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23.

      Subsequent to the termination of the Supplemental Interest Trust, each
beneficial owner of a Class M Certificate (other than a Class M-10 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
(a)(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 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 PTE 95-60,
and (3) the conditions in Sections I and III of PTE 95-60 have been satisfied.

      Neither the Trustee nor the Master Servicer will 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 this Section 6.02 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. Neither the Trustee nor the Master Servicer
shall 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. 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 6.02(h) 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
a Plan or a Person acting on behalf of a Plan at the time it became a Holder or,
at such subsequent time as it became a Plan or Person acting on behalf of 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 a Plan or Person acting on behalf of a Plan.

      No Transfer of a Class M-10, Class CE, Class P or Residual Certificate
shall be made unless either (i) the transferee of such Certificate provides a
representation, or is deemed to represent in the case of a Global Certificate,
to the Trustee and the Master Servicer acceptable to and in form and substance
satisfactory to the Trustee and the Master Servicer, to the effect that such
transferee is not a Plan, or a Person acting on behalf of a Plan or using the
assets of a Plan, or (ii) in the case of any such Certificate presented for
registration in the name of a Plan, or a trustee of a Plan or any other person
acting on behalf of a 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 Certificate are permissible under applicable law, 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 (iii) in the case of a Class M-10 Certificate, the
transferee provides a representation, or is deemed to represent in the case of
the Global Certificate, or an opinion of counsel to the effect that the proposed
transfer or holding of such Class M-10 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 PTE 84-14, PTE 91-38, PTE 90-1, PTE 95-60
or PTE 96-23 and (II) will not give rise to any obligation on the part of the
Depositor, the Master Servicer or the Trustee in addition to those expressly
undertaken in this Agreement. 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 6.02(h) 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
a Plan or a Person acting on behalf of a Plan at the time it became a Holder or,
at such subsequent time as it became a Plan or Person acting on behalf of 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 a Plan or Person acting on behalf of a Plan.

      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 (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit C.

            (iii) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Residual Certificate and (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.

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      6.02(i) 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
      6.02(i), 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 be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 6.02(h) and this
      Section 6.02(i) 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 Transfer 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 6.02(i) 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 Sellers or
the Master Servicer to the effect that the elimination of such restrictions will
not cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, as
applicable, to fail to qualify as a REMIC at any time that the Certificates are
outstanding or result in the imposition of any tax on the Trust Fund, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Residual Certificate hereby consents to any amendment of
this Agreement that, based on an Opinion of Counsel addressed to the Trustee and
furnished to the Trustee, is reasonably necessary (a) to ensure that the record
ownership of, or any beneficial interest in, a Residual Certificate is not
transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Residual
Certificate that is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.

      (i) The preparation and delivery of all certificates and opinions referred
to above in this Section 6.02 shall not be an expense of the Trust Fund, the
Trustee, the Depositor, the Sellers or the Master Servicer.

      Section 6.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

      If (a) 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 and (b) there is delivered to
the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 6.03, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.

      Section 6.04 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 6.05 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 6.06 BOOK-ENTRY CERTIFICATES.

      The Regular Certificates (other than the than the M-10, Class CE and Class
P 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 6.08. Unless and until
definitive, fully registered Certificates ("Definitive Certificates") have been
issued to the Certificate Owners of such Certificates pursuant to Section 6.08:

      (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 6.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

      (e) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants;

      (f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and

      (g) to the extent that the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.

      For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.

      The Private Certificates shall initially be held in fully registered
certificated form. If at any time the Holders of all of the Certificates of one
or more such Classes request that the Trustee cause such Class to become Global
Certificates, the Depositor (with the assistance of the Trustee) will take such
action as may be reasonably required to cause the Depository to accept such
Class or Classes for trading if it may legally be so traded. If at anytime there
are to be Global Certificates, the Global Certificates shall be delivered to the
Depository by the Depositor or deposited with the Trustee as custodian for the
Depository.

      All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

      Section 6.07 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 6.08 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 or (b)
the Depositor, with the consent of Depository Participants, advises the Trustee
that it elects to terminate the book-entry system with respect to such
Certificates through the Depository, 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.

      In addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Voting
Rights in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions for
the Trustee to exchange or cause the exchange of the Certificate Owner's
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from the
Depository directing the Trustee to effect such exchange (such instructions to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant's account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner's Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class of
Certificates by the amount of the definitive Certificates.

      Section 6.09 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 the Corporate Trust Office where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.

                                  ARTICLE VII

                      THE DEPOSITOR AND THE MASTER SERVICER

      Section 7.01 LIABILITIES OF THE DEPOSITOR AND THE MASTER SERVICER.

      Each of the Depositor, 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 7.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE MASTER
SERVICER.

      (a) Each of the Depositor 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 or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor 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 7.03 INDEMNIFICATION OF THE TRUSTEE AND THE MASTER SERVICER.

      (a) The Master Servicer agrees to indemnify the Indemnified Persons
including LaSalle Bank National Association as Trustee and in its individual
capacity only to the extent of its performance of its duties hereunder, 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 any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (i) related to the Master
Servicer's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Sponsor written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that 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 Master
Servicer and the termination of this Agreement.

      (b) The Sponsor will indemnify any Indemnified Person including LaSalle
Bank National Association as Trustee and in its individual capacity only to the
extent of its performance of its duties hereunder for any loss, liability or
expense of any Indemnified Person not otherwise paid or covered pursuant to
Subsection (a) above.

      Section 7.04 LIMITATIONS ON LIABILITY OF THE DEPOSITOR, THE MASTER
SERVICER AND OTHERS. Subject to the obligation of the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 7.03:

      (a) Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor 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
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 Master Servicer and any director, officer, employee
or agent of the Depositor 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 Master Servicer, LaSalle Bank National Association
as Trustee and in its individual capacity only to the extent of its performance
of its duties hereunder, the Custodian and any director, officer, employee or
agent of the Depositor, the Master Servicer, the Trustee, 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 Custodial Agreement or
the Certificates, other than (i) in the case of the Master Servicer, (x) any
such loss, liability or expense 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 (y) any such loss, liability or expense 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, (ii) in the case of the Trustee, any such loss, liability or
expense incurred by reason of the Trustee's willful misfeasance, bad faith or
negligence in the performance of its duties hereunder, or by reason of its
reckless disregard of obligations and duties hereunder and (iii) in the case of
the Custodian, any such loss, liability or expense incurred by reason of the
Custodian's willful misfeasance, bad faith or negligence in the performance of
its duties under the Custodial Agreement, or by reason of its reckless disregard
of obligations and duties thereunder.

      (d) Neither the Depositor 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 (expect any loss, liability or expense incurred by reason of reckless
disregard of obligations and duties hereunder) shall be expenses, costs and
liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Protected Account as provided by Section 4.02.
Nothing in this Subsection 7.04(d) shall affect the Master Servicer's obligation
to service and administer the Mortgage Loans pursuant to Article III.

      (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.

      Section 7.05 MASTER SERVICER NOT TO RESIGN. Except as provided in Section
7.07, the Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) with the prior consent of the Trustee (which
consents 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,
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 8.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.

      Section 7.06 SUCCESSOR MASTER SERVICER. In connection with the appointment
of any successor Master Servicer or the assumption of the duties of the Master
Servicer, the Trustee may make such arrangements for the compensation of such
successor master servicer out of payments on the Mortgage Loans as 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 hereunder without the consent of all of the Certificateholders.

      Section 7.07 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 shall be qualified to service mortgage loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below); (c)
shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee (at the
expense of the Master Servicer); 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 VIII

                     DEFAULT; TERMINATION OF MASTER SERVICER

      Section 8.01 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 hereunder (other than any
      Advance), 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;

            (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;

            (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;

            (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;

            (v) the Master Servicer shall admit in writing its inability to pay
      its debts generally as they become due, file a petition to take advantage
      of, or commence a voluntary case under, any applicable insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, or voluntarily suspend payment of its obligations;

            (vi) the Master Servicer assigns or delegates its duties or rights
      under this Agreement in contravention of the provisions permitting such
      assignment or delegation under Sections 7.05 or 7.07;

            (vii) failure by the Master Servicer to duly perform, within the
      required time period, its obligations under Sections 3.13, 3.14 or 3.16
      set forth under such Sections; or

            (viii) The Master Servicer fails to deposit, or cause to be
      deposited, in the Distribution Account any Advance (other than a
      Nonrecoverable Advance) by 5:00 p.m. New York City time on the
      Distribution Account Deposit 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 in the
case of any Event of Default described in clauses (i) through (vii) above, by
notice in writing to the Master Servicer and the Swap Provider (with a copy to
each Rating Agency), 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, 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 8.02 (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 V,
subject, in the case of the Trustee, to Section 8.02. 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 VII or Article IX. 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 Protected Account maintained pursuant
to Section 4.02, 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 4.02 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 8.01 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 8.02 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 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.

      Section 8.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

      On and after the time the Master Servicer receives a notice of termination
pursuant to Section 8.01 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
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 V 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
indemnification 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 V 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, (ii) be acceptable to the Trustee (which consent shall
not be unreasonably withheld) and (iii) be willing to act as successor servicer
of any Mortgage Loans under this Agreement, and shall have executed and
delivered to the Depositor and 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 8.01 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 8.02,
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 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
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. 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 3.08.

      Section 8.03 NOTIFICATION TO CERTIFICATEHOLDERS.

      (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, the Swap Provider 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 and the Swap Provider
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 8.04 WAIVER OF DEFAULTS.

      The Trustee shall transmit by mail to all Certificateholders and the Swap
Provider, 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. The 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.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

      Section 9.01 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 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 5.04 and 10.01 herein.

      (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 knowledge, 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 by or in the name of Trustee unless it
      is determined by a court of competent jurisdiction in a non-appealable
      judgment that the Trustee's 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.

      (e) All funds received by the Trustee and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited by
the Trustee.

      Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.

      (a) Except as otherwise provided in Section 9.01:

                  (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 or the Master 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) 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 9.07;
            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 Derivative Administration Agreement (and any amendments or
      supplements to the Derivative Administration Agreement as may be requested
      by the Majority Class CE Certificateholder regarding the distributions to
      be made to it or its designees thereunder). Amounts payable by the Trustee
      on any Distribution Date to the Derivative Administrator shall be paid by
      the Trustee as provided herein. The Trustee in its individual capacity
      shall have no responsibility for any of the undertakings, agreements or
      representations with respect to the Swap Agreement, the Yield Maintenance
      Agreement or the Derivative Administration Agreement, including, without
      limitation, for making any payments thereunder.

      It is acknowledged and agreed that the Person serving as Trustee hereunder
shall also serve as Derivative Administrator under the Derivative Administration
Agreement and act as Supplemental Interest Trust Trustee under the Swap
Agreement and the Yield Maintenance Agreement. The Trustee, the Derivative
Administrator and the Supplemental Interest Trust Trustee are hereby directed by
the Depositor to execute and deliver the Derivative Administration Agreement
(and any amendments or supplements to the Derivative Administration Agreement as
may be requested by the Majority Class CE Certificateholder regarding the
distributions to be made to it or its designees thereunder) and the Supplemental
Interest Trust Trustee is hereby directed to execute and deliver the Swap
Agreement and the Yield Maintenance Agreement, and to make the representations
required therein. The Derivative Administrator shall not have any liability for
any failure or delay in payments to the Trust which are required under the
Derivative Administration Agreement where such failure or delay is due to the
failure or delay of the Swap Provider or the Yield Maintenance Agreement
Provider in making such payment to the Derivative Administrator. LaSalle Bank
National Association in its individual capacity and as Derivative Administrator,
the Trustee and the Supplemental Interest Trust Trustee shall be entitled to be
indemnified and held harmless by the Trust from and against any and all losses,
claims, expenses or other liabilities that arise by reason of or in connection
with the performance or observance by each of the Derivative Administrator, the
Trustee and the Supplemental Interest Trust Trustee of its duties or obligations
under the Swap Agreement or the Derivative Administration Agreement, except to
the extent that the same is due to the Derivative Administrator's, the Trustee's
or the Supplemental Interest Trust Trustee's gross negligence, willful
misconduct or fraud. Any Person appointed as successor trustee pursuant to
Section 9.09 shall also be required to serve as successor Derivative
Administrator and successor supplemental interest trust trustee under the Swap
Agreement and the Derivative Administration Agreement.

      Section 9.03 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 makes no 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's signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Trustee and shall not constitute the Certificates an obligation of
the Trustee in any other capacity. 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 be responsible 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 9.04 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 9.05 TRUSTEE'S FEES AND EXPENSES.

      The Trustee will be entitled to recover from the Distribution Account
pursuant to Section 4.05, the Trustee Fee, all reasonable out of pocket
expenses, disbursements and advances and the expenses of the Trustee in
connection with any Event of Default (or anything related thereto, including any
determination that an Event of Default does or does not exist), 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 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. 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 9.06 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
$50,000,000, subject to supervision or examination by federal or state authority
and 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 9.10, rated in one of the two
highest long-term debt categories by each Rating Agency (at least "AA-" in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and have a
short-term debt rating of at least "A-1" from S&P, or otherwise acceptable to,
S&P. 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 9.06 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 9.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.08.

      Section 9.07 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"); provided, that such
insurance may be provided through self-insurance so long as the Trustee is rated
"A" or better by S&P and "A1" or better by Moody's. 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 9.07 shall be furnished
to any Certificateholder upon reasonable written request.

      Section 9.08 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 and the Swap Provider. 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 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 9.06 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, the Master Servicer and the successor trustee.

      The Holders evidencing at least 51% 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 the Master Servicer,
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 LaSalle Bank National Association as Trustee
shall also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Derivative Administrator. Any resignation or removal of
the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section 9.08 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.09 hereof and upon
acceptance of appointment by a successor derivative administrator under the
Derivative Administration Agreement.

      Section 9.09 SUCCESSOR TRUSTEE.

      Any successor trustee appointed as provided in Section 9.08 hereof shall
execute, acknowledge and deliver to the Depositor, to its predecessor trustee,
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
9.09 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 9.07 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 9.09, 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 9.10 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 9.06 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 9.11 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 9.11, 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 9.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 9.09.

      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 IX. 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 9.12 TAX MATTERS.

      It is intended that the Trust Fund shall constitute, 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. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee, as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Trustee shall prepare and file, or cause to
be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment
Conduit Income Tax Returns (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each
such REMIC containing such information and at the times and in the manner as may
be required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby; (b)
the Trustee shall apply for an employer identification number with the Internal
Revenue Service via a Form SS-4 or other comparable method for each REMIC that
is or becomes a taxable entity, and within thirty days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue Service, on Forms 8811
or as otherwise may be required by the Code, the name, title, address, and
telephone number of the Person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) the Trustee
shall make or cause to be made elections, on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC for
its first taxable year (and, if necessary, under applicable state law); (d) the
Trustee shall prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Trustee shall provide information necessary for the
computation of tax imposed on the Transfer of a Residual Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee is the
record Holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) the
Trustee shall, to the extent under its control, conduct the affairs of the Trust
Fund at all times that any Certificates are outstanding so as to maintain the
status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; (g)
the Trustee shall not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC
formed hereunder; (h) the Trustee shall pay, from the sources specified in the
penultimate paragraph of this Section 9.12, 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 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; (j) 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; (k) the
Trustee shall not 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 (l) as and when
necessary and appropriate, the Trustee, at the expense of the Trust Fund, 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 Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee
promptly upon written request therefor, any such additional information or data
that the Trustee may, from time to time, request in order to enable the Trustee
to perform its duties as set forth herein. The Depositor hereby indemnifies the
Trustee for any losses, liabilities, damages, claims or expenses of the Trustee
arising from any errors or miscalculations of the Trustee that result from any
failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trustee on a timely basis.

      In the event that any tax is imposed on "prohibited transactions" of any
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in
Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of
the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, including, without limitation, any federal, state or local tax or
minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
or REMIC VI, and is not paid as otherwise provided for herein, such tax shall be
paid by (i) the Trustee, if any such other tax arises out of or results from a
breach by the Trustee of any of its obligations under this Agreement, (ii) any
party hereto (other than the Trustee) to the extent any such other 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), any such tax will be paid first with amounts otherwise to be
distributed to the Class R Certificateholders, and second with amounts otherwise
to be distributed to all other Certificateholders in the following order of
priority: first, to the Class M-10 Certificates, second, to the Class M-9
Certificates, third, to the Class M-8 Certificates, fourth, to the Class M-7
Certificates, fifth, to the Class M-6 Certificates, sixth, to the Class M-5
Certificates, seventh, to the Class M-4 Certificates, eighth, to the Class M-3
Certificates, ninth, to the Class M-2 Certificates, tenth, to the Class M-1
Certificates, and eleventh, 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 promptly notify in writing the
party liable for any such tax of the amount thereof and the due date for the
payment thereof.

      The Trustee agrees that, in the event it should obtain any information
necessary for the other party to perform its obligations pursuant to this
Section 9.12, it will promptly notify and provide such information to such other
party.

                                   ARTICLE X

                                   TERMINATION

      Section 10.01 TERMINATION UPON LIQUIDATION OR REPURCHASE OF ALL MORTGAGE
LOANS.

      Subject to Section 10.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Seller and the Trustee created hereby with
respect to the Trust Fund shall terminate upon the earlier of (a) the exercise
of the Majority Class CE Certificateholder (or its designee) or the Master
Servicer, as applicable, 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, (iv) unreimbursed out-of pocket
costs of 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 9.05, (vi) any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Trust Fund) payable to the Swap Provider which remains unpaid or which is due to
the exercise of such option (the "Swap Optional Termination Payment") and (b)
the later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof and (ii) the Latest
Possible Maturity Date.

      The right to repurchase all Mortgage Loans and REO Properties by the
Majority Class CE Certificateholder pursuant to clause (a) in the preceding
paragraph shall be conditioned upon the Stated Principal Balance of all of the
Mortgage Loans in the Trust Fund, at the time of any such repurchase,
aggregating 10% or less of the aggregate Cut-off Date Principal Balance of all
of the Mortgage Loans. If the Majority Class CE Certificateholder does not
exercise this option, the Master Servicer has the right to repurchase all
Mortgage Loans and REO Properties pursuant to clause (a) in the preceding
paragraph, conditioned upon the Stated Principal Balance of all of the Mortgage
Loans in the Trust Fund, at the time of any such repurchase, aggregating 5% or
less of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans.

      Only an amount equal to the Mortgage Loan Purchase Price less any Swap
Optional Termination Payment (the "REMIC Termination Payment") shall be made
available for distribution to the Regular Certificates. The Swap Optional
Termination Payment shall be withdrawn by the Trustee from the Distribution
Account and remitted to the Supplemental Interest Trust to be paid in accordance
with Section 3.21(c). The Swap Optional Termination Payment shall not be part of
any REMIC and shall not be paid into any account which is part of any REMIC.

      Section 10.02 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 Protected 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 related Certificates at
the Corporate Trust Office of the Trustee. If the Majority Class CE
Certificateholder or the Master Servicer, as applicable, elects to terminate the
Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice
is to be mailed to the Certificateholders, the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor, the Swap Provider and the Trustee of the date the Majority Class CE
Certificateholder or the Master Servicer, as applicable, intends to terminate
the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price
to the Trustee on the Business Day prior to the Distribution Date for such
Optional Termination by the Majority Class CE Certificateholder or the Master
Servicer, as applicable.

      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.

      In the event such notice is given, the Master Servicer shall cause all
funds in the Protected Account to be remitted to the Trustee for deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Trustee of a Request for Release therefor, the Trustee or the
Custodian shall promptly release to the Sponsor 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
cause to be distributed 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 5.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

      In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain a part of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class R Certificateholders
shall be entitled to all unclaimed funds and other assets of the Trust Fund that
remain subject hereto.

      Section 10.03 ADDITIONAL TERMINATION REQUIREMENTS.

      (a) Upon exercise by the Majority Class CE Certificateholder or the Master
Servicer, as applicable, of its purchase option as provided in Section 10.01,
the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel
addressed to the Trustee, at the expense of the Majority Class CE
Certificateholder or the Master Servicer, as applicable, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 10.03
will not (i) result in the imposition of taxes on "prohibited transactions" of a
REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

            (1) The Majority Class CE Certificateholder or the Master Servicer,
      as applicable, shall establish a 90-day liquidation period and notify the
      Trustee thereof, and the Trustee shall in turn specify the first day of
      such period in a statement attached to the tax return for each of REMIC I,
      REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury
      Regulation Section 1.860F-1. The Majority Class CE Certificateholder or
      the Master Servicer, as applicable, 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 obtained at the expense
      of the Majority Class CE Certificateholder or the Master Servicer, as
      applicable;

            (2) During such 90-day liquidation period, and at or prior to the
      time of making the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I for cash; and

            (3) At the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Residual Certificates all
      cash on hand (other than cash retained to meet claims), and REMIC I shall
      terminate at that time.

      (b) By their acceptance of the Certificates, the Holders thereof hereby
authorize the adoption of a 90-day liquidation period and the adoption of a plan
of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and
REMIC VI, which authorization shall be binding upon all successor
Certificateholders.

      (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign
such a plan of complete liquidation meeting the requirements for a qualified
liquidation under Section 860F of the Code and any regulations thereunder upon
the written request of the Majority Class CE Certificateholder or the Master
Servicer, as applicable, and the receipt of the Opinion of Counsel referred to
in Section 10.03(a)(1) and to take such other action in connection therewith as
may be reasonably requested by the Majority Class CE Certificateholder or the
Master Servicer, as applicable.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      Section 11.01 AMENDMENT.

      This Agreement may be amended from time to time by parties hereto without
the consent of any of the Certificateholders to cure any ambiguity, to correct
or supplement any provisions herein (including to give effect to the
expectations of investors), to change the manner in which the Protected Account
is maintained or to make such other provisions with respect to matters or
questions arising under this Agreement as shall not be inconsistent with any
other provisions herein if such action shall not, as evidenced by an Opinion of
Counsel addressed to the Trustee, adversely affect in any material respect the
interests of any Certificateholder; provided that any such amendment shall be
deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates.

      Notwithstanding the foregoing, without the consent of the
Certificateholders, the parties hereto may at any time and from time to time
amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as a REMIC
under the Code or to avoid or minimize the risk of the imposition of any tax on
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI pursuant to
the Code that would be a claim against any of REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V or REMIC VI at any time prior to the final redemption of the
Certificates, provided that the Trustee has been provided an Opinion of Counsel
addressed to the Trustee, which opinion shall be an expense of the party
requesting such opinion but in any case shall not be an expense of the Trustee
or the Trust Fund, to the effect that such action is necessary or appropriate to
maintain such qualification or to avoid or minimize the risk of the imposition
of such a tax.

      This Agreement may also be amended from time to time by the parties hereto
with the consent of the Holders of each Class of Certificates affected thereby
evidencing over 50% of the Voting Rights of such Class or Classes for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Derivative Administrator or the Holders of Certificates; provided that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) cause any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI to cease to qualify as a REMIC or (iii)
reduce the aforesaid percentages of Certificates of each Class the Holders of
which are required to consent to any such amendment without the consent of the
Holders of all Certificates of such Class then outstanding.

      Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel addressed to the Trustee, which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee, to the effect that such amendment will not (other
than an amendment pursuant to clause (ii) of, and in accordance with, the
preceding paragraph) cause the imposition of any tax on any of REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI or the Certificateholders or cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease to
qualify as a REMIC at any time that any Certificates are outstanding. Further,
nothing in this Agreement shall require the Trustee to enter into an amendment
without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement (including any consent of the
applicable Certificateholders) have been complied with.

      Notwithstanding any of the other provisions of this Section 11.01, none of
the Depositor, the Master Servicer or the Trustee shall enter into any amendment
to Section 3.21 or Section 5.04(a)(4)(F) of this Agreement without the prior
written consent of the Swap Provider, and shall not enter into an amendment that
has a materially adverse effect on the Swap Provider without the Swap Provider's
consent.

      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, the
Swap Provider, the Yield Maintenance Agreement Provider 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 11.02 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 11.03 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 11.04 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 Sellers 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 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 Sellers 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 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 will be
maintained as such throughout the term of the Agreement.

      Section 11.05 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, 3.19 and 10.01; 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 Sponsor or the Master Servicer, EMC Mortgage
Corporation, 909 Hidden Ridge Drive, Irving, Texas 75038, Attention: Ralene
Ruyle 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 Trustee, at
each Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the other parties hereto, (iv) in the case of the Swap Provider and
the Yield Maintenance Agreement Provider, Wachovia Bank National Association,
301 South College Street, DC-8, Charlotte, NC 28202-0600, Attention: Bruce M.
Young and (v) in the case of the Rating Agencies, (x) Moody's Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention: Home Equity
Monitoring and (y) Standard & Poor's, 55 Water Street, 41st Floor, New York, New
York 10041, 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 11.06 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 11.07 ASSIGNMENT.

      Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 7.02, this Agreement may not be assigned by the
Master Servicer, the Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) or the Depositor.

      Section 11.08 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 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      Section 11.09 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 and 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 11.09 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 9.05 hereof.

      Section 11.10 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.

      Section 11.11 THIRD PARTY RIGHTS.

      The Swap Provider and the Derivative Administrator shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.

                                    * * *

      IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                    BEAR STEARNS ASSET BACKED
                                    SECURITIES I LLC,
                                    as Depositor

                                    By: /s/ Margaret P. Haggerty
                                        ------------------------
                                    Name:  Margaret P. Haggerty
                                    Title: Vice President



                                    EMC MORTGAGE CORPORATION,
                                    as Sponsor and as Master Servicer

                                    By: /s/ Sue Stepanek
                                        ------------------------
                                    Name:   Sue Stepanek
                                    Title:  Executive Vice President



                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                    By:  /s/ Rita C. Lopez
                                        ------------------------
                                    Name:   Rita C. Lopez
                                    Title:  Assistant Vice President


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

      On this 28th day of February, 2006, before me, a notary public in and for
said State, appeared Mary Haggerty, personally known to me on the basis of
satisfactory evidence to be an authorized representative 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 TEXAS      )
                    ) ss.:
COUNTY OF DALLAS    )

      On this 28th day of February, 2006, 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]


STATE OF ILLINOIS   )
                    ) ss.:
COUNTY OF COOK      )

      On this 28th day of February, 2006, 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 LaSalle Bank
National Association that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                ------------------------------
                                                Notary Public
[Notarial Seal]

 


EXHIBIT A-1

Form of Class A Certificates

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. 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 DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING AGREEMENT.

 


 

Certificate No. 1

Adjustable Rate

 

 

Class [I-A-1][I-A-2][I-A-3][II-A] Senior

 

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[__________, __]

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-HE2

evidencing a fractional undivided interest in the distributions allocable to the Class [I-A-1][I-A-2][I-A-3][II-A] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end, first and second lien, one- to four-family fixed and adjustable 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, closed-end first and second lien, fixed and adjustable 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 (in that capacity, 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 Mortgage Corporation as sponsor and as Master Servicer and LaSalle Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

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. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

 


 

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund and the Policy 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 Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. 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

 


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: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class [I-A-1][I-A-2][I-A-3][II-A] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely 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

The 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

 

assignee named above, or

 

its agent.

 

 

 


 

EXHIBIT A-2

Form of Class M Certificates

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS M-5 CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7 CERTIFICATES] [,] [AND] [CLASS M-8 CERTIFICATES] [AND] [CLASS M-9 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. 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 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING AGREEMENT.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 M-10] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES 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 SECURITIES 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) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES 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 SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.]

 

[For Class M-10] [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 EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 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 UNLESS AN OPINION SPECIFIED IN SECTION 6.02 OF THE AGREEMENT IS PROVIDED.

 


 

 

Certificate No.1

Adjustable Rate

 

 

Class M-[1][2][3][4][5][6][7][8][9][10] Subordinate

 

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[_______ ___], 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-HE2

evidencing a fractional undivided interest in the distributions allocable to the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end one- to four-family first and second lien, one- to four-family fixed and adjustable 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, closed-end first and second lien, fixed and adjustable 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 (in that capacity, 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 Mortgage Corporation as sponsor and as Master Servicer and LaSalle 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 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

[For Class M-10] [Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such Distribution date so long as this Certificate remains in non book-entry form (and otherwise, the close of business on the Business Day immediately preceding such Distribution Date) an amount equal to the product of the Percentage Interest evidenced by this Certificate and the

 


amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.]

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. 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 M-10] [No transfer of this Class M-10 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 6.02 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.

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 Class or Classes of Certificates affected thereby evidencing over 50% of the

 


Voting Rights of such Class or Classes. 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.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

[For Class M-10] [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 Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 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 unless an opinion specified in section 6.02 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.]

Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

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 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: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely 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

The 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

 

assignee named above, or

 

its agent.

 

 

 


 

EXHIBIT A-3

Form of Class P 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES 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 SECURITIES 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) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES 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 SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

 


 

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL 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: February 1, 2006

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

$100.00

 

 

First Distribution Date:

March 27, 2006

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

$100.00

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[_______ ___], 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-HE2

evidencing a fractional undivided interest in the distributions allocable to the Class P Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end one- to four-family first and second lien, fixed and adjustable 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 ___________________ 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 primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are

 


secured by first and second liens on 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 (“Master Funding LLC”, and together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, 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 Mortgage Corporation as sponsor and as Master Servicer and LaSalle 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.

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. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to

 


effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Sellers 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 Class P Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

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 Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. 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 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: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class P Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely 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

The 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

 

assignee named above, or

 

its agent.

 

 

 


 

EXHIBIT A-4

Form of Class CE Certificates

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND THE CLASS M 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”).

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES 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 SECURITIES 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) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES 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 SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL 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. [_]

Percentage Interest: 100%

 

 

Class CE

Adjustable Rate

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[______ ___], 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-HE2

evidencing a fractional undivided interest in the distributions allocable to the Class CE Certificates with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are secured by first and second liens on one- to four-family residences 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 primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are secured by first and

 


second liens on 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 (“Master Funding LLC”, and together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, 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 Mortgage Corporation as sponsor and as Master Servicer and LaSalle 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.

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. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to

 


effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Sellers 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 Class CE Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

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 Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. 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 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: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class CE Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely 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

The 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

 

assignee named above, or

 

its agent.

 

 

 


 

EXHIBIT A-5

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 MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL 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 MASTER SERVICER AND 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) SUCH TRANSFEREE IS A UNITED STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. 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, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

 


 

Certificate No.1

 

 

 

Class [R-1][R-2][R-3][RX]

Percentage Interest: 100%

 

 

Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2006

 

 

 

First Distribution Date:

March 27, 2006

 

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[_______ ___], 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-HE2

evidencing a fractional undivided interest in the distributions allocable to the Class [R-1][ R-2][ R-3][RX] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end first and second lien one- to four-family fixed and adjustable 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, closed-end first and second lien, fixed and adjustable 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 (in that capacity, 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 Mortgage Corporation as sponsor and as Master Servicer and LaSalle Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Each Holder of this Certificate will be deemed to have agreed to be bound by the

restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.

The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.

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. 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 Class [R-1][ R-2][R-3][RX] Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as

 


described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

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 Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. 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 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: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely 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

The 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

 

assignee named above, or

 

its agent.

 

 

 


 

 

 

 

EXHIBIT B

MORTGAGE LOAN SCHEDULE

 




LOAN_SEQ                  LOAN_ID                              EMC_LOAN_NO                     CURRENT_GROSS
                                                                                              _COUPON
------------------------------------------------------------------------------------------------------------------------
        15934232                            134741461                       14544951                             7.9900
        15897762                             54770060                       14519623                             7.8250
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        15897767                             55090377                       14519672                             7.8000
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        15721472                             40379065                       14039234                             5.6750
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        15780179                             11506644                       14144984                             8.2000
        15889974          0000EMC13147012                                   13147012                             8.8750
        15906431                               477283                       14506968                             6.7500
        15906533                               479438                       14507925                             8.4000
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        15929149                              5101167                       14594410                             6.7500
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        15721285                             40389990                       14037519                             6.3250
        15878562                           9201233720                       14472237                             6.4200
        15863975                               306952                       14394621                             7.7500
        15737732                             80040083                       13972922                             6.1500
        15934475                            137853560                       14547350                             5.9500
        15906458                               478001                       14507222                             9.1300
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        15864022                               307501                       14395065                             9.6250
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        15934641                            139987887                       14548978                             7.5000
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        15929090          00000005091207F                                   14593834                             8.1500
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        15828136                             82105636                       14459069                             6.9500
        15827045                             82529710                       14450431                             6.9500
        15828621                             83866111                       14462899                             5.9500
        15827158                             84349513                       14451322                             5.9000
        15828398                             84679638                       14461107                             7.8250
        15828191                             84972512                       14459507                             6.8000
        15828785                             86352119                       14464168                             7.1500
        15828655                             83282236                       14463160                             6.7000
        15827528                             84326719                       14454227                             6.7000
        15827866                             83449397                       14456925                             6.7000
        15828500                             88664396                       14461958                             8.3500
        15828008                             81782898                       14458053                             6.6000
        15826691                             83097998                       14447627                             6.6000
        15828267                             80603475                       14460125                             6.5500
        15826595                             83138156                       14446876                             6.5500
        15827606                             81829111                       14454847                             7.2000
        15827166                             84660638                       14451389                             6.5000
        15827559                             82015595                       14454466                             6.3500
        15829112                             81980450                       14466759                             6.3500
        15828660                             88082672                       14463194                             8.6500
        15828458                             75958553                       14461628                             8.4000
        15828938                             82940552                       14465363                             7.4500
        15827248                             83235192                       14452080                             6.1000
        15826833                             80244312                       14448807                             6.9000
        15827350                             81928590                       14452866                             6.0500
        15827359                             84430552                       14452932                             6.0000
        15828349                             81950917                       14460745                             6.8000
        15827933                             82601790                       14457444                             8.7500
        15828259                             81909079                       14460075                             6.7500
        15827061                             80235674                       14450563                             6.7500
        15828394                             83176958                       14461081                             8.5500
        15827558                             82061359                       14454458                             6.1000
        15826638                             80655111                       14447205                             6.0500
        15827544                             84345271                       14454342                             6.8000
        15827485                             87353876                       14453872                             8.3500
        15828438                             79987533                       14461461                             7.0500
        15827174                             84329598                       14451454                             7.9250
        15826799                             87628038                       14448542                             9.5500
        15827327                             81519159                       14452684                             5.8500
        15828244                             81171357                       14459952                             6.0000
        15827955                             83581959                       14457626                             7.3500
        15828252                             79912713                       14460018                             7.2000
        15827661                             81629552                       14455281                             6.4000
        15827441                             81391559                       14453534                             7.9500
        15827074                             83070433                       14450662                             6.8000
        15827038                             82430356                       14450381                             8.9000
        15826946                             82906074                       14449672                             8.5000
        15863966                               306850                       14394530                             9.2500
        15827315                             82064932                       14452593                             6.9500
        15826852                             85888550                       14448930                             6.6500
        15826709                             81694838                       14447791                             8.3500
        15826749                             86660396                       14448104                             8.8500
        15826741                             82064890                       14448054                             5.9000
        15827121                             86880390                       14451058                             8.7500
        15828052                             82782939                       14458418                             6.8500
        15828336                             86907672                       14460679                             7.7500
        15828046                             81679714                       14458368                             7.5500
        15899117                             10002593                       14476048                             9.5900
        15930832                             21101315                       14544340                            10.4000
        15826875                             80038193                       14449110                             7.7000
        15826812                             85344117                       14448633                             8.2500
        15827648                             84947357                       14455174                             7.3500
        15827428                             86778719                       14453435                             7.2500
        15828022                             83864272                       14458160                             7.2000
        15828295                             82626839                       14460364                             8.1500
        15827961                             84835271                       14457675                             6.9500
        15828671                             83057554                       14463277                             8.7000
        15828538                             82727793                       14462220                             8.4000
        15828354                             80950892                       14460786                             7.9500
        15828783                             82508912                       14464143                             8.2000
        15828891                             84668474                       14464978                             7.8000
        15828100                             84183151                       14458772                             7.5250
        15826823                             81730798                       14448724                             7.5000
        15829020                             84427830                       14466015                             7.4000
        15826983                             82053273                       14449961                             7.1500
        15899236                             10003635                       14477186                             9.9900
        15827340                             85342038                       14452809                             6.9500
        15828521                             81847477                       14462113                             6.3500
        15828371                             82484635                       14460919                             6.1000
        15827328                             87068516                       14452692                             7.6500
        15828547                             82110479                       14462295                             7.9000
        15827888                             80947476                       14457105                             7.1000
        15826841                             87820833                       14448864                             6.4000
        15737894                             80048325                       13974464                             6.8250
        15827732                             85302156                       14455877                             7.7500
        15828576                             76188515                       14462543                             8.1500
        15827742                            126638949                       14455968                            11.5500
        15897548                           5057870105                       14509756                             9.8750
        15878653                           9302237304                       14473110                             9.1500
        15863874                               304735                       14393714                            11.6250
        15878834                           9802235100                       14474852                             9.7000
        15826674                             82093535                       14447528                             7.5000
        15737749                             80047044                       13973086                             8.0500
        15927229                              5101568                       14594873                            10.9500
        15899154                             10003105                       14476402                             9.5900
        15897843                             55828552                       14520274                             9.5250
        15737620                             80047450                       13971817                            10.9900
        15721348                             40373120                       14038095                             7.1000
        15654326                           1390001008                       12777660                             9.4500
        15721117                             40389055                       14036016                             9.7500
        15721439                             40393552                       14038913                             6.8800
        15897930                             56044589                       14520985                            10.2500
        15309275                             28604726                       10481414                             8.7500
        15878654                           9302237481                       14473128                            11.9500
        15906340                               473672                       14506075                            10.7500
        15721415                             40383909                       14038699                             9.7500
        15897957                             56145642                       14521256                            10.5500
        15721358                             40390690                       14038186                             8.6500
        15828213                            125241984                       14459689                             8.7000
        15719135                             10009042                       14050108                            10.9900
        15721308                             40354877                       14037717                             8.4500
        15781851                              7182012                       14139257                            11.0000
        15826954                            128339546                       14449748                             8.7000
        15897812                             55591242                       14519987                             8.4000
        15902910                            905100827                       13176284                             9.3500
        15721364                             40393368                       14038236                             9.9900
        15781865                              7182795                       14139380                             9.6500
        15899269                             10003881                       14477442                             9.8900
        15906468                               478177                       14507305                            10.9900
        15863913                               305862                       14394076                            10.5000
        15897413                            905090467                       14475156                            10.1100
        15897765                             55007520                       14519656                             9.7500
        15721406                             40387145                       14038616                             9.3750
        15826807                            125145524                       14448591                             9.1000
        15721471                             40396154                       14039226                             8.1000
        15721458                             40360132                       14039101                             7.5500
        15721305                             40394079                       14037683                             7.2000
        15721197                             40392339                       14036743                             9.9900
        15828549                             83603357                       14462311                             7.6000
        15721061                             40382403                       14035489                             8.7750
        15899183                             10003315                       14476683                             9.8500
        15721279                             40387813                       14037451                             9.7500
        15719163                             10009493                       14050355                            10.2500
        15929168                              5101698                       14594600                            10.9500
        15721132                             40321060                       14036164                             7.8000
        15864001                               307191                       14394878                             9.0000
        15863973                               306922                       14394605                             8.6250
        15721142                             40394811                       14036248                             9.7500
        15897855                             55862296                       14520357                             9.9500
        15878608                           9202230933                       14472674                             9.7000
        15863880                               305114                       14393763                             8.5000
        15400847                             53310660                       11253333                            11.5000
        15927256                              5110915                       14595078                            12.4000
        15899270                             10003896                       14477459                             9.9900
        15878717                           9602232754                       14473730                             9.9400
        15897419                            905091222                       14475214                             9.7400
        15906462                               478026                       14507255                            10.5000
        15721455                             40389496                       14039077                             8.9900
        15737689                             80049189                       13972492                             9.7500
        15737784                             80046887                       13973433                             9.9900
        15897430                            905100311                       14475321                             9.7500
        15927244          00000005110492F                                   14595003                            11.9500
        15721258                             40385943                       14037287                             9.8750
        15864000                               307187                       14394860                             9.2500
        15863926                               306086                       14394191                             9.1250
        15721264                             40385789                       14037329                             9.5000
        15897819                             55698286                       14520050                             9.9500
        15721295                             40383623                       14037600                            10.1250
        15737714                             80047106                       13972740                             9.9900
        15826576                            135139905                       14446694                             9.9900
        15897531                           5055350043                       14509624                            10.2500
        15930861                             21101617                       14544415                            11.6000
        15929111          00000005110010F                                   14594048                            10.9500
        15897967                             55080352                       14521314                             8.0750
        15864014                               307399                       14394985                             8.3750
        15721353                             40393442                       14038137                             9.5000
        15899112                             10002487                       14475990                             9.9900
        15878837                           9802236795                       14474886                             9.9400
        15863852                               301872                       14393508                             9.9900
        15737840                             80046354                       13973961                             9.9900
        15737787                             80050153                       13973466                             9.9900
        15721099                             40400270                       14035869                             9.9900
        15878930                             53140869                       14518229                             7.4500
        15828900                            126602804                       14465058                             8.1000
        15878727                           9602238119                       14473839                            10.1900
        15899168                             10003227                       14476543                             7.9900
        15897533                           5055350107                       14509640                            10.2500
        15863853                               302143                       14393516                            11.2500
        15721266                             40390741                       14037345                             9.7500
        15738690                                 5010                       12679510                             9.7500
        15878730                           9602239763                       14473862                            11.1900
        15933190                           3051108015                       13242508                            11.4800
        15897943                             56081177                       14521116                            10.5000
        15863938                               306465                       14394316                            10.0000
        15948209                                33121                       13274600                            10.2200
        15721437                             40381339                       14038897                            10.5000
        15826770                            133574665                       14448302                             8.7500
        15826902                            129589321                       14449300                            10.1000
        15878732                           9602240216                       14473888                            10.1900
        15719051          ACTPP123517                                       13930565                            11.5000
        15721328                             40385176                       14037907                             9.9000
        15899167                             10003208                       14476535                             9.5900
        15737752                             80046237                       13973110                             9.9900
        15899215                             10003458                       14476998                             9.9900
        15899220                             10003513                       14477046                             9.8900
        15878548                           9102237552                       14472104                            11.4400
        15899208                             10003413                       14476923                             9.5900
        15897604                           5175250395                       14510192                            10.2500
        15826912                            131321523                       14449383                            10.8500
        15899271                             10003918                       14477467                             9.9900
        15863912                               305860                       14394068                             9.9900
        15827678                            127710168                       14455422                            11.4500
        15737719                             80048713                       13972799                            10.9900
        15878842                           9802239323                       14474936                             9.7400
        15899254                             10003759                       14477319                             9.8900
        15897818                             55683205                       14520043                             7.6000
        15863847                               301280                       14393458                             9.6250
        15737630                             80049078                       13971916                             9.9900
        15933187                           3051028009                       13242474                            12.1000
        15737734                             80048006                       13972948                            10.9900
        15906325                               473119                       14505929                            10.9900
        15863856                               302564                       14393540                             9.7500
        15863893                               305362                       14393870                            11.1250
        15897593                           5102550049                       14510119                             9.8750
        15878650                           9302230663                       14473086                             9.2900
        15652526                              5011039                       12778221                            11.2250
        15405883                           9500733150                       11066701                            10.3500
        15878728                           9602239350                       14473847                            10.6900
        15721131                             40396987                       14036156                             9.7500
        15897600                           5150350381                       14510176                            10.2500
        15897574                           5061550103                       14509954                            10.2500
        15899278                             10004156                       14477525                             9.8900
        15897383                           4501001487                       14445613                             9.5000
        15948532                            905110655                       13277835                            10.4000
        15897554                           5057970103                       14509814                             9.5000
        15902828          0000EMC13175468                                   13175468                             9.8000
        15906314                               472304                       14505812                            10.7500
        15785836                           9500849972                       14136329                             9.0500
        15863951                               306703                       14394423                            11.0000
        15827181                            123898504                       14451512                            10.2500
        15878609                           9202232407                       14472682                             8.3400
        15716569                           3050823007                       12641437                            11.3300
        15785807                           9500840062                       14136048                             8.3000
        15721194                             40397180                       14036727                             8.9900
        15737870                             80049755                       13974233                             9.9900
        15785815                           9500845194                       14136121                            10.6000
        15878731                           9602239810                       14473870                            11.7500
        15897411                            905090266                       14475131                             9.8500
        15897426                            905100139                       14475289                             9.9900
        15863919                               305974                       14394134                            10.9900
        15906305                               471441                       14505721                            10.7500
        15878831                           9802233693                       14474829                            11.4400
        15906538                               479627                       14507974                            11.2500
        15869074                             10025113                       14388714                            11.7400
        15863854                               302235                       14393524                             8.3750
        15863905                               305702                       14393995                             9.7400
        15371079                           9500718821                       10982916                             9.8000
        15897559                           5058050164                       14509855                            10.2500
        15737648                             80046736                       13972096                            10.9900
        15721435                             40397115                       14038871                             9.9900
        15899175                             10003282                       14476618                             9.5900
        15737866                             80049915                       13974191                            10.9900
        15890304                           3051020008                       13150321                            11.1000
        15781856                              7182192                       14139307                             9.4000
        15930877                             52905068                       14544431                            10.2500
        15826974                            131509846                       14449904                             9.9500
        15878724                           9602237664                       14473805                             9.4900
        15878616                           9202238560                       14472757                             8.3400
        15878547                           9102237249                       14472096                            10.4400
        15721133                             40370050                       14036172                             9.9900
        15906403                               476859                       14506687                            10.7400
        15878651                           9302236282                       14473094                             8.9900
        15878652                           9302237056                       14473102                             9.4900
        15878716                           9602228381                       14473722                            10.7400
        15892630                           8851100114                       13152558                            11.0600
        15906371                               475467                       14506364                             9.9900
        15878836                           9802236481                       14474878                            10.4400
        15878617                           9202238730                       14472765                             9.7400
        15897417                            905090982                       14475198                             9.9900
        15897570                           5060650122                       14509939                             9.8750
        15878542                           9102233368                       14472047                             9.4900
        15878614                           9202235916                       14472732                             8.3400
        15737613                             80048970                       13971759                            10.9900
        15721398                             40400309                       14038541                             9.9900
        15737628                             80048267                       13971890                             9.9900
        15897409                            905081190                       14475115                            10.2500
        15826205                           3051006010                       13010319                            11.3300
        15906444                               477423                       14507099                             9.9900
        15878829                           9802232942                       14474803                             9.1900
        15929101          00000005101127F                                   14593941                            10.9500
        15721155                             40375786                       14036354                             8.9900
        15785905                           9500866604                       14136865                             9.1500
        15897618                           5190250113                       14510283                            10.2500
        15785834                           9500849014                       14136303                            11.0000
        15899121                             10002642                       14476089                             9.5900
        15897614                           5188255090                       14510242                            10.3750
        15899225                             10003542                       14477095                             9.9900
        15906507                               479166                       14507685                            11.2500
        15652551                              5006885                       12778445                            12.3700
        15863968                               306866                       14394555                             9.2500
        15869091                             10025462                       14388870                            11.9000
        15878613                           9202235228                       14472724                             9.9400
        15899149                             10003076                       14476352                             9.9900
        15737738                             80046227                       13972971                             9.9900
        15874758                           8851100059                       13109178                            11.0900
        15530391                             24543852                       11246287                            10.9200
        15721337                             40389375                       14037980                             9.9900
        15878839                           9802238370                       14474902                             9.4900
        15906383                               476122                       14506489                            10.4900
        15897586                           5080350010                       14510044                            10.2500
        15863883                               305196                       14393797                            12.8750
        15721238                             40338014                       14037113                             9.7500
        15878610                           9202233037                       14472690                             9.9400
        15654308                            139001022                       12777496                            10.5500
        15652558                              5007102                       12778478                            10.9750
        15785809                           9500840286                       14136063                             8.7000
        15897421                            905091240                       14475230                            10.1100
        15878543                           9102234643                       14472054                             9.9400
        15863904                               305677                       14393987                             9.2500
        15721166                             40386721                       14036461                            10.2400
        15899144                             10003057                       14476303                             9.5900
        15785894                           9500861985                       14136808                            11.5000
        15863868                               304230                       14393656                            11.2500
        15370767                           9500725271                       10980274                             9.8000
        15863924                               306074                       14394175                            11.2500
        15863890                               305266                       14393847                            11.3750
        15654313                            139001113                       12777546                            10.8500
        15933225                           3051111009                       13242854                            13.7200
        15878840                           9802238692                       14474910                            11.6900
        15878843                           9802239675                       14474944                             9.2400
        15869062                             10024755                       14388607                            11.6500
        15785848                           9500851549                       14136436                             9.2000
        15897425                            905100028                       14475271                            11.4900
        15721484                             40392677                       14039341                            10.1500
        15721210                             40357988                       14036859                            11.1250
        15721206                             40396297                       14036818                            10.5000
        15721078                             40397935                       14035653                            10.1500
        15721418                             40391687                       14038723                             9.9900
        15404374                             40294839                       11086923                            11.1250
        15506552                             40304535                       11744216                             9.7500
        15506367                             40322839                       11742434                             9.9900
        15820522                           2050928000                       13004593                            11.3500
        15879429                           8612482282                       13136288                            12.2900
        15785846                           9500851507                       14136410                            10.4500
        15930866                             52603397                       12404679                            10.0000
        15955129                                48163                       13286869                            12.2500
        15785915                           9500868022                       14136964                             8.4000
        15371350                           9500730453                       10985208                            10.0500
        15878833                           9802234235                       14474845                             9.9400
        15878841                           9802238981                       14474928                            11.1900
        15878619                           9202238850                       14472781                             9.7400
        15878726                           9602237741                       14473821                             9.4900
        15878540                           9102224557                       14472021                             9.7400
        15863894                               305365                       14393888                            11.2500
        15785890                           9500861076                       14136766                            10.0000
        15899170                             10003247                       14476568                             9.9900
        15878554                           9102238407                       14472161                             9.7400
        15906377                               475684                       14506422                            11.4900
        15878827                           9802226323                       14474787                             9.2500
        15902610                            905081902                       13173281                            10.3600
        15863851                               301845                       14393490                             9.7500
        15878556                           9102240273                       14472187                            10.4900
        15652543                              5010783                       12778361                             9.7500
        15878612                           9202235153                       14472716                             9.4900
        15878615                           9202237669                       14472740                            10.9400
        15405790                           9500740957                       11065851                            10.6000
        15906260                            905090899                       13182282                            10.0200
        15878551                           9102237999                       14472138                            11.1900
        15652502                              5010338                       12778056                             9.7500
        15906375                               475662                       14506406                            11.9900
        15863878                               305012                       14393748                            11.9900
        15863864                               303949                       14393615                            11.8750



LOAN_SEQ                   SERV_FEE                  MSERV                 LPMI               TRUSTFEE
--------------------------------------------------------------------------------------------------------------
        15934232                    0.5000                0.0065                  -                         -
        15897762                    0.5000                0.0065                  -                         -
        15934399                    0.5000                0.0065                  -                         -
        15934222                    0.5000                0.0065                  -                         -
        15934602                    0.5000                0.0065                  -                         -
        15721187                    0.5000                0.0065                  -                         -
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        15863874                    0.5000                0.0065                  -                         -
        15878834                    0.5000                0.0065                  -                         -
        15826674                    0.5000                0.0065                  -                         -
        15737749                    0.5000                0.0065                  -                         -
        15927229                    0.5000                0.0065                  -                         -
        15899154                    0.5000                0.0065                  -                         -
        15897843                    0.5000                0.0065                  -                         -
        15737620                    0.5000                0.0065                  -                         -
        15721348                    0.5000                0.0065                  -                         -
        15654326                    0.5000                0.0065                  -                         -
        15721117                    0.5000                0.0065                  -                         -
        15721439                    0.5000                0.0065                  -                         -
        15897930                    0.5000                0.0065                  -                         -
        15309275                    0.5000                0.0065                  -                         -
        15878654                    0.5000                0.0065                  -                         -
        15906340                    0.5000                0.0065                  -                         -
        15721415                    0.5000                0.0065                  -                         -
        15897957                    0.5000                0.0065                  -                         -
        15721358                    0.5000                0.0065                  -                         -
        15828213                    0.5000                0.0065                  -                         -
        15719135                    0.5000                0.0065                  -                         -
        15721308                    0.5000                0.0065                  -                         -
        15781851                    0.5000                0.0065                  -                         -
        15826954                    0.5000                0.0065                  -                         -
        15897812                    0.5000                0.0065                  -                         -
        15902910                    0.5000                0.0065                  -                         -
        15721364                    0.5000                0.0065                  -                         -
        15781865                    0.5000                0.0065                  -                         -
        15899269                    0.5000                0.0065                  -                         -
        15906468                    0.5000                0.0065                  -                         -
        15863913                    0.5000                0.0065                  -                         -
        15897413                    0.5000                0.0065                  -                         -
        15897765                    0.5000                0.0065                  -                         -
        15721406                    0.5000                0.0065                  -                         -
        15826807                    0.5000                0.0065                  -                         -
        15721471                    0.5000                0.0065                  -                         -
        15721458                    0.5000                0.0065                  -                         -
        15721305                    0.5000                0.0065                  -                         -
        15721197                    0.5000                0.0065                  -                         -
        15828549                    0.5000                0.0065                  -                         -
        15721061                    0.5000                0.0065                  -                         -
        15899183                    0.5000                0.0065                  -                         -
        15721279                    0.5000                0.0065                  -                         -
        15719163                    0.5000                0.0065                  -                         -
        15929168                    0.5000                0.0065                  -                         -
        15721132                    0.5000                0.0065                  -                         -
        15864001                    0.5000                0.0065                  -                         -
        15863973                    0.5000                0.0065                  -                         -
        15721142                    0.5000                0.0065                  -                         -
        15897855                    0.5000                0.0065                  -                         -
        15878608                    0.5000                0.0065                  -                         -
        15863880                    0.5000                0.0065                  -                         -
        15400847                    0.5000                0.0065                  -                         -
        15927256                    0.5000                0.0065                  -                         -
        15899270                    0.5000                0.0065                  -                         -
        15878717                    0.5000                0.0065                  -                         -
        15897419                    0.5000                0.0065                  -                         -
        15906462                    0.5000                0.0065                  -                         -
        15721455                    0.5000                0.0065                  -                         -
        15737689                    0.5000                0.0065                  -                         -
        15737784                    0.5000                0.0065                  -                         -
        15897430                    0.5000                0.0065                  -                         -
        15927244                    0.5000                0.0065                  -                         -
        15721258                    0.5000                0.0065                  -                         -
        15864000                    0.5000                0.0065                  -                         -
        15863926                    0.5000                0.0065                  -                         -
        15721264                    0.5000                0.0065                  -                         -
        15897819                    0.5000                0.0065                  -                         -
        15721295                    0.5000                0.0065                  -                         -
        15737714                    0.5000                0.0065                  -                         -
        15826576                    0.5000                0.0065                  -                         -
        15897531                    0.5000                0.0065                  -                         -
        15930861                    0.5000                0.0065                  -                         -
        15929111                    0.5000                0.0065                  -                         -
        15897967                    0.5000                0.0065                  -                         -
        15864014                    0.5000                0.0065                  -                         -
        15721353                    0.5000                0.0065                  -                         -
        15899112                    0.5000                0.0065                  -                         -
        15878837                    0.5000                0.0065                  -                         -
        15863852                    0.5000                0.0065                  -                         -
        15737840                    0.5000                0.0065                  -                         -
        15737787                    0.5000                0.0065                  -                         -
        15721099                    0.5000                0.0065                  -                         -
        15878930                    0.5000                0.0065                  -                         -
        15828900                    0.5000                0.0065                  -                         -
        15878727                    0.5000                0.0065                  -                         -
        15899168                    0.5000                0.0065                  -                         -
        15897533                    0.5000                0.0065                  -                         -
        15863853                    0.5000                0.0065                  -                         -
        15721266                    0.5000                0.0065                  -                         -
        15738690                    0.5000                0.0065                  -                         -
        15878730                    0.5000                0.0065                  -                         -
        15933190                    0.5000                0.0065                  -                         -
        15897943                    0.5000                0.0065                  -                         -
        15863938                    0.5000                0.0065                  -                         -
        15948209                    0.5000                0.0065                  -                         -
        15721437                    0.5000                0.0065                  -                         -
        15826770                    0.5000                0.0065                  -                         -
        15826902                    0.5000                0.0065                  -                         -
        15878732                    0.5000                0.0065                  -                         -
        15719051                    0.5000                0.0065                  -                         -
        15721328                    0.5000                0.0065                  -                         -
        15899167                    0.5000                0.0065                  -                         -
        15737752                    0.5000                0.0065                  -                         -
        15899215                    0.5000                0.0065                  -                         -
        15899220                    0.5000                0.0065                  -                         -
        15878548                    0.5000                0.0065                  -                         -
        15899208                    0.5000                0.0065                  -                         -
        15897604                    0.5000                0.0065                  -                         -
        15826912                    0.5000                0.0065                  -                         -
        15899271                    0.5000                0.0065                  -                         -
        15863912                    0.5000                0.0065                  -                         -
        15827678                    0.5000                0.0065                  -                         -
        15737719                    0.5000                0.0065                  -                         -
        15878842                    0.5000                0.0065                  -                         -
        15899254                    0.5000                0.0065                  -                         -
        15897818                    0.5000                0.0065                  -                         -
        15863847                    0.5000                0.0065                  -                         -
        15737630                    0.5000                0.0065                  -                         -
        15933187                    0.5000                0.0065                  -                         -
        15737734                    0.5000                0.0065                  -                         -
        15906325                    0.5000                0.0065                  -                         -
        15863856                    0.5000                0.0065                  -                         -
        15863893                    0.5000                0.0065                  -                         -
        15897593                    0.5000                0.0065                  -                         -
        15878650                    0.5000                0.0065                  -                         -
        15652526                    0.5000                0.0065                  -                         -
        15405883                    0.5000                0.0065                  -                         -
        15878728                    0.5000                0.0065                  -                         -
        15721131                    0.5000                0.0065                  -                         -
        15897600                    0.5000                0.0065                  -                         -
        15897574                    0.5000                0.0065                  -                         -
        15899278                    0.5000                0.0065                  -                         -
        15897383                    0.5000                0.0065                  -                         -
        15948532                    0.5000                0.0065                  -                         -
        15897554                    0.5000                0.0065                  -                         -
        15902828                    0.5000                0.0065                  -                         -
        15906314                    0.5000                0.0065                  -                         -
        15785836                    0.5000                0.0065                  -                         -
        15863951                    0.5000                0.0065                  -                         -
        15827181                    0.5000                0.0065                  -                         -
        15878609                    0.5000                0.0065                  -                         -
        15716569                    0.5000                0.0065                  -                         -
        15785807                    0.5000                0.0065                  -                         -
        15721194                    0.5000                0.0065                  -                         -
        15737870                    0.5000                0.0065                  -                         -
        15785815                    0.5000                0.0065                  -                         -
        15878731                    0.5000                0.0065                  -                         -
        15897411                    0.5000                0.0065                  -                         -
        15897426                    0.5000                0.0065                  -                         -
        15863919                    0.5000                0.0065                  -                         -
        15906305                    0.5000                0.0065                  -                         -
        15878831                    0.5000                0.0065                  -                         -
        15906538                    0.5000                0.0065                  -                         -
        15869074                    0.5000                0.0065                  -                         -
        15863854                    0.5000                0.0065                  -                         -
        15863905                    0.5000                0.0065                  -                         -
        15371079                    0.5000                0.0065                  -                         -
        15897559                    0.5000                0.0065                  -                         -
        15737648                    0.5000                0.0065                  -                         -
        15721435                    0.5000                0.0065                  -                         -
        15899175                    0.5000                0.0065                  -                         -
        15737866                    0.5000                0.0065                  -                         -
        15890304                    0.5000                0.0065                  -                         -
        15781856                    0.5000                0.0065                  -                         -
        15930877                    0.5000                0.0065                  -                         -
        15826974                    0.5000                0.0065                  -                         -
        15878724                    0.5000                0.0065                  -                         -
        15878616                    0.5000                0.0065                  -                         -
        15878547                    0.5000                0.0065                  -                         -
        15721133                    0.5000                0.0065                  -                         -
        15906403                    0.5000                0.0065                  -                         -
        15878651                    0.5000                0.0065                  -                         -
        15878652                    0.5000                0.0065                  -                         -
        15878716                    0.5000                0.0065                  -                         -
        15892630                    0.5000                0.0065                  -                         -
        15906371                    0.5000                0.0065                  -                         -
        15878836                    0.5000                0.0065                  -                         -
        15878617                    0.5000                0.0065                  -                         -
        15897417                    0.5000                0.0065                  -                         -
        15897570                    0.5000                0.0065                  -                         -
        15878542                    0.5000                0.0065                  -                         -
        15878614                    0.5000                0.0065                  -                         -
        15737613                    0.5000                0.0065                  -                         -
        15721398                    0.5000                0.0065                  -                         -
        15737628                    0.5000                0.0065                  -                         -
        15897409                    0.5000                0.0065                  -                         -
        15826205                    0.5000                0.0065                  -                         -
        15906444                    0.5000                0.0065                  -                         -
        15878829                    0.5000                0.0065                  -                         -
        15929101                    0.5000                0.0065                  -                         -
        15721155                    0.5000                0.0065                  -                         -
        15785905                    0.5000                0.0065                  -                         -
        15897618                    0.5000                0.0065                  -                         -
        15785834                    0.5000                0.0065                  -                         -
        15899121                    0.5000                0.0065                  -                         -
        15897614                    0.5000                0.0065                  -                         -
        15899225                    0.5000                0.0065                  -                         -
        15906507                    0.5000                0.0065                  -                         -
        15652551                    0.5000                0.0065                  -                         -
        15863968                    0.5000                0.0065                  -                         -
        15869091                    0.5000                0.0065                  -                         -
        15878613                    0.5000                0.0065                  -                         -
        15899149                    0.5000                0.0065                  -                         -
        15737738                    0.5000                0.0065                  -                         -
        15874758                    0.5000                0.0065                  -                         -
        15530391                    0.5000                0.0065                  -                         -
        15721337                    0.5000                0.0065                  -                         -
        15878839                    0.5000                0.0065                  -                         -
        15906383                    0.5000                0.0065                  -                         -
        15897586                    0.5000                0.0065                  -                         -
        15863883                    0.5000                0.0065                  -                         -
        15721238                    0.5000                0.0065                  -                         -
        15878610                    0.5000                0.0065                  -                         -
        15654308                    0.5000                0.0065                  -                         -
        15652558                    0.5000                0.0065                  -                         -
        15785809                    0.5000                0.0065                  -                         -
        15897421                    0.5000                0.0065                  -                         -
        15878543                    0.5000                0.0065                  -                         -
        15863904                    0.5000                0.0065                  -                         -
        15721166                    0.5000                0.0065                  -                         -
        15899144                    0.5000                0.0065                  -                         -
        15785894                    0.5000                0.0065                  -                         -
        15863868                    0.5000                0.0065                  -                         -
        15370767                    0.5000                0.0065                  -                         -
        15863924                    0.5000                0.0065                  -                         -
        15863890                    0.5000                0.0065                  -                         -
        15654313                    0.5000                0.0065                  -                         -
        15933225                    0.5000                0.0065                  -                         -
        15878840                    0.5000                0.0065                  -                         -
        15878843                    0.5000                0.0065                  -                         -
        15869062                    0.5000                0.0065                  -                         -
        15785848                    0.5000                0.0065                  -                         -
        15897425                    0.5000                0.0065                  -                         -
        15721484                    0.5000                0.0065                  -                         -
        15721210                    0.5000                0.0065                  -                         -
        15721206                    0.5000                0.0065                  -                         -
        15721078                    0.5000                0.0065                  -                         -
        15721418                    0.5000                0.0065                  -                         -
        15404374                    0.5000                0.0065                  -                         -
        15506552                    0.5000                0.0065                  -                         -
        15506367                    0.5000                0.0065                  -                         -
        15820522                    0.5000                0.0065                  -                         -
        15879429                    0.5000                0.0065                  -                         -
        15785846                    0.5000                0.0065                  -                         -
        15930866                    0.5000                0.0065                  -                         -
        15955129                    0.5000                0.0065                  -                         -
        15785915                    0.5000                0.0065                  -                         -
        15371350                    0.5000                0.0065                  -                         -
        15878833                    0.5000                0.0065                  -                         -
        15878841                    0.5000                0.0065                  -                         -
        15878619                    0.5000                0.0065                  -                         -
        15878726                    0.5000                0.0065                  -                         -
        15878540                    0.5000                0.0065                  -                         -
        15863894                    0.5000                0.0065                  -                         -
        15785890                    0.5000                0.0065                  -                         -
        15899170                    0.5000                0.0065                  -                         -
        15878554                    0.5000                0.0065                  -                         -
        15906377                    0.5000                0.0065                  -                         -
        15878827                    0.5000                0.0065                  -                         -
        15902610                    0.5000                0.0065                  -                         -
        15863851                    0.5000                0.0065                  -                         -
        15878556                    0.5000                0.0065                  -                         -
        15652543                    0.5000                0.0065                  -                         -
        15878612                    0.5000                0.0065                  -                         -
        15878615                    0.5000                0.0065                  -                         -
        15405790                    0.5000                0.0065                  -                         -
        15906260                    0.5000                0.0065                  -                         -
        15878551                    0.5000                0.0065                  -                         -
        15652502                    0.5000                0.0065                  -                         -
        15906375                    0.5000                0.0065                  -                         -
        15863878                    0.5000                0.0065                  -                         -
        15863864                    0.5000                0.0065                  -                         -



LOAN_SEQ                   CURRENT_NET_                   MATURITY_                  ORIGINAL_
                          COUPON                          DATE                      BALANCE
----------------------------------------------------------------------------------------------------
        15934232                          7.4835                  20351201               990,000.00
        15897762                          7.3185                  20351001               800,000.00
        15934399                          6.4435                  20351101               737,000.00
        15934222                          6.4435                  20351101               700,000.00
        15934602                          7.3435                  20351201               697,000.00
        15721187                          7.3935                  20350901               697,600.00
        15934184                          7.0935                  20351201               688,500.00
        15934638                          6.4835                  20351201               672,600.00
        15934284                          5.3935                  20351101               669,556.00
        15721384                          7.4835                  20350901               649,000.00
        15934181                          6.9935                  20350901               649,000.00
        15906528                          6.6185                  20351101               641,750.00
        15914707                          7.7435                  20351001               640,000.00
        15934634                          6.4435                  20351201               627,500.00
        15721359                          6.8935                  20350901               625,500.00
        15906326                          7.2435                  20350801               628,000.00
        15934189                          5.4835                  20351101               620,500.00
        15906503                          6.4835                  20351101               620,500.00
        15737781                          6.3935                  20351001               619,000.00
        15880403                          8.2435                  20360101               615,600.00
        15934362                          9.2935                  20351101               612,500.00
        15934385                          5.3685                  20351201               611,500.00
        15906351                          6.1235                  20350901               607,500.00
        15906350                          5.4835                  20350901               600,000.00
        15934255                          4.9935                  20351201               595,000.00
        15714192                          6.1185                  20350901               590,000.00
        15897398                          6.4835                  20350901               585,000.00
        15721171                          6.9835                  20350901               585,000.00
        15897783                          6.9935                  20351001               579,200.00
        15737893                          6.2435                  20350901               576,000.00
        15906515                          6.7435                  20351101               576,000.00
        15721332                          6.7685                  20350901               576,000.00
        15934594                          6.2435                  20351201               575,000.00
        15721103                          5.3685                  20350901               575,000.00
        15721170                          5.4835                  20350901               571,200.00
        15934547                          8.8435                  20351201               571,000.00
        15906387                          5.9935                  20351001               570,000.00
        15785847                          5.1435                  20351101               569,100.00
        15721289                          6.4835                  20350901               567,000.00
        15906312                          6.8685                  20350801               562,500.00
        15878922                          9.2935                  20350301               562,500.00
        15906391                          5.9935                  20351001               560,000.00
        15714238                          6.9935                  20350901               555,000.00
        15934323                          6.4835                  20351101               553,500.00
        15714233                          5.2435                  20350901               552,800.00
        15927258                          7.8435                  20360101               549,000.00
        15829014                          4.3435                  20350801               549,000.00
        15878767                          5.8335                  20351101               546,250.00
        15721271                          5.8935                  20350901               543,840.00
        15652505                          7.9935                  20350801               542,500.00
        15721475                          6.9835                  20350901               539,000.00
        15721125                          5.7935                  20350901               535,500.00
        15721389                          6.4835                  20350901               532,000.00
        15721196                          6.4185                  20350901               531,000.00
        15934459                          6.0435                  20351101               530,000.00
        15721441                          7.1935                  20350901               530,550.00
        15934561                          6.6435                  20351201               529,000.00
        15934535                          5.8435                  20351201               524,000.00
        15714200                          7.3685                  20350901               522,750.00
        15906516                          6.9835                  20351101               519,920.00
        15906473                          6.9835                  20351101               519,200.00
        15879003                          7.4435                  20351101               515,700.00
        15906338                          7.4835                  20350901               516,000.00
        15721465                          5.8935                  20350901               516,000.00
        15737769                          6.1935                  20351001               513,600.00
        15930850                          9.1935                  20351201               510,000.00
        15721180                          7.2435                  20350901               508,250.00
        15934344                          9.9935                  20351101               505,500.00
        15721312                          5.6335                  20350901               504,000.00
        15929146                          6.3935                  20351201               500,000.00
        15928620                          8.4935                  20351201               500,000.00
        15899252                          7.6435                  20351201               500,000.00
        15899116                          7.3435                  20351201               500,000.00
        15929121                          5.9935                  20351001               500,000.00
        15934374                          5.7435                  20351101               499,000.00
        15934491                          6.3935                  20351201               498,000.00
        15878980                          7.1435                  20351101               495,000.00
        15906409                          5.9935                  20351001               492,000.00
        15879013                          6.7935                  20351101               490,500.00
        15934655                          6.3435                  20351201               486,000.00
        15934233                          5.2435                  20351101               486,000.00
        15878960                          6.4435                  20351101               484,000.00
        15929165                          7.0935                  20351201               480,000.00
        15906491                          5.4835                  20351101               480,000.00
        15906401                          5.4835                  20351001               480,000.00
        15781837                          7.7435                  20351001               480,000.00
        15654338                          7.1435                  20350801               480,000.00
        15878984                          7.4435                  20351101               480,000.00
        15780188                          8.1435                  20351001               477,000.00
        15721340                          6.8935                  20350901               476,000.00
        15914717                          7.8435                  20351101               475,000.00
        15934203                          6.8435                  20351101               473,310.00
        15934223                          7.1435                  20351101               472,500.00
        15878750                          6.2335                  20351101               472,500.00
        15781841                          6.9935                  20351001               472,500.00
        15934404                          6.9935                  20351201               473,020.90
        15878787                          6.9835                  20351101               473,100.00
        15721085                          5.7435                  20350901               472,000.00
        15906442                          7.3735                  20351101               471,750.00
        15719143                          5.0235                  20350901               471,200.00
        15721326                          5.5435                  20350901               471,200.00
        15934293                          5.5935                  20351101               472,000.00
        15721321                          5.6435                  20350901               470,400.00
        15906483                          5.4835                  20351101               468,000.00
        15906308                          6.4835                  20350801               468,000.00
        15929162                          6.4435                  20351201               468,000.00
        15934359                          7.7935                  20351101               466,000.00
        15721273                          5.6435                  20350901               466,000.00
        15934300                          6.7435                  20351101               465,330.00
        15878992                          7.6435                  20351101               464,000.00
        15934601                          5.2435                  20351201               461,000.00
        15897772                          7.6435                  20351201               460,800.00
        15929154                          7.8435                  20351201               460,000.00
        15934279                          7.0935                  20351101               459,300.00
        15930815                          7.0935                  20351201               459,000.00
        15721290                          7.9935                  20350901               460,000.00
        15721070                          5.6935                  20350901               458,000.00
        15930817                          6.6935                  20351201               455,000.00
        15934532                          7.6935                  20351201               454,500.00
        15906358                          5.9835                  20350901               454,400.00
        15878953                          6.4435                  20350901               450,000.00
        15906356                          6.4835                  20350901               450,000.00
        15934262                          6.0935                  20351101               449,548.00
        15930883                          6.1435                  20351101               450,000.00
        15897767                          7.2935                  20351001               450,000.00
        15906549                          5.9835                  20351201               448,000.00
        15721073                          5.6935                  20350901               447,920.00
        15721472                          5.1685                  20350901               448,000.00
        15737890                          6.2685                  20350801               446,250.00
        15826571                          4.4435                  20350801               449,000.00
        15780179                          7.6935                  20350901               445,500.00
        15889974                          8.3685                  20351201               444,800.00
        15906431                          6.2435                  20351001               444,000.00
        15906533                          7.8935                  20351101               442,500.00
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        15827441                          7.4435                  20350801                50,000.00
        15827074                          6.2935                  20200901                50,400.00
        15827038                          8.3935                  20200801                50,400.00
        15826946                          7.9935                  20350801                50,000.00
        15863966                          8.7435                  20351101                49,600.00
        15827315                          6.4435                  20250901                50,000.00
        15826852                          6.1435                  20250901                50,000.00
        15826709                          7.8435                  20200801                50,350.00
        15826749                          8.3435                  20201001                50,000.00
        15826741                          5.3935                  20250901                50,000.00
        15827121                          8.2435                  20350901                50,000.00
        15828052                          6.3435                  20250901                50,000.00
        15828336                          7.2435                  20201001                50,000.00
        15828046                          7.0435                  20350701                50,000.00
        15899117                          9.0835                  20351201                49,400.00
        15930832                          9.8935                  20201101                49,400.00
        15826875                          7.1935                  20350801                50,400.00
        15826812                          7.7435                  20200901                50,000.00
        15827648                          6.8435                  20200901                50,000.00
        15827428                          6.7435                  20200901                50,000.00
        15828022                          6.6935                  20200901                50,000.00
        15828295                          7.6435                  20350901                50,001.00
        15827961                          6.4435                  20200901                50,000.00
        15828671                          8.1935                  20200801                50,000.00
        15828538                          7.8935                  20200801                50,000.00
        15828354                          7.4435                  20250801                50,000.00
        15828783                          7.6935                  20200801                50,000.00
        15828891                          7.2935                  20200801                50,000.00
        15828100                          7.0185                  20200801                50,000.00
        15826823                          6.9935                  20200801                50,000.00
        15829020                          6.8935                  20200801                50,001.00
        15826983                          6.6435                  20200801                50,000.00
        15899236                          9.4835                  20351201                49,080.00
        15827340                          6.4435                  20200901                50,000.00
        15828521                          5.8435                  20200801                50,000.00
        15828371                          5.5935                  20200801                50,000.00
        15827328                          7.1435                  20201001                50,000.00
        15828547                          7.3935                  20350801                50,400.00
        15827888                          6.5935                  20200701                50,000.00
        15826841                          5.8935                  20351001                50,000.00
        15737894                          6.3185                  20351001                49,000.00
        15827732                          7.2435                  20200901                50,000.00
        15828576                          7.6435                  20200501                50,000.00
        15827742                         11.0435                  20350801                48,750.00
        15897548                          9.3685                  20201101                48,680.00
        15878653                          8.6435                  20201101                48,680.00
        15863874                         11.1185                  20201001                48,600.00
        15878834                          9.1935                  20201101                48,600.00
        15826674                          6.9935                  20200801                50,000.00
        15737749                          7.5435                  20350901                48,450.00
        15927229                         10.4435                  20351201                48,200.00
        15899154                          9.0835                  20351201                48,000.00
        15897843                          9.0185                  20351201                48,000.00
        15737620                         10.4835                  20201001                48,000.00
        15721348                          6.5935                  20350901                48,000.00
        15654326                          8.9435                  20200701                48,000.00
        15721117                          9.2435                  20200901                47,800.00
        15721439                          6.3735                  20350901                47,750.00
        15897930                          9.7435                  20351201                47,475.00
        15309275                          8.2435                  20340901                47,600.00
        15878654                         11.4435                  20201101                47,000.00
        15906340                         10.2435                  20200901                47,000.00
        15721415                          9.2435                  20200901                47,000.00
        15897957                         10.0435                  20351201                46,800.00
        15721358                          8.1435                  20350901                46,800.00
        15828213                          8.1935                  20350801                46,699.00
        15719135                         10.4835                  20250901                46,640.00
        15721308                          7.9435                  20350901                46,240.00
        15781851                         10.4935                  20201001                46,000.00
        15826954                          8.1935                  20350801                46,087.00
        15897812                          7.8935                  20201201                46,075.00
        15902910                          8.8435                  20351101                45,758.00
        15721364                          9.4835                  20200901                45,600.00
        15781865                          9.1435                  20201001                45,900.00
        15899269                          9.3835                  20351201                45,200.00
        15906468                         10.4835                  20201101                45,200.00
        15863913                          9.9935                  20201001                45,300.00
        15897413                          9.6035                  20201101                45,000.00
        15897765                          9.2435                  20351001                45,000.00
        15721406                          8.8685                  20350901                45,000.00
        15826807                          8.5935                  20350901                45,000.00
        15721471                          7.5935                  20350901                45,000.00
        15721458                          7.0435                  20350901                45,000.00
        15721305                          6.6935                  20350901                45,000.00
        15721197                          9.4835                  20200901                45,000.00
        15828549                          7.0935                  20350801                50,000.00
        15721061                          8.2685                  20350901                44,800.00
        15899183                          9.3435                  20351201                44,550.00
        15721279                          9.2435                  20200901                44,600.00
        15719163                          9.7435                  20251001                44,400.00
        15929168                         10.4435                  20351201                44,000.00
        15721132                          7.2935                  20350901                44,100.00
        15864001                          8.4935                  20351101                44,000.00
        15863973                          8.1185                  20351101                44,000.00
        15721142                          9.2435                  20200901                44,000.00
        15897855                          9.4435                  20351201                43,760.00
        15878608                          9.1935                  20201001                43,598.00
        15863880                          7.9935                  20201001                43,400.00
        15400847                         10.9935                  20350501                43,200.00
        15927256                         11.8935                  20351201                43,000.00
        15899270                          9.4835                  20351201                43,000.00
        15878717                          9.4335                  20201001                43,000.00
        15897419                          9.2335                  20201001                42,800.00
        15906462                          9.9935                  20201101                42,750.00
        15721455                          8.4835                  20200901                42,600.00
        15737689                          9.2435                  20350901                41,500.00
        15737784                          9.4835                  20200901                41,000.00
        15897430                          9.2435                  20201101                40,900.00
        15927244                         11.4435                  20360101                40,800.00
        15721258                          9.3685                  20350901                40,850.00
        15864000                          8.7435                  20351101                40,800.00
        15863926                          8.6185                  20201001                40,600.00
        15721264                          8.9935                  20200901                40,600.00
        15897819                          9.4435                  20351201                40,517.00
        15721295                          9.6185                  20200901                40,950.00
        15737714                          9.4835                  20201001                40,400.00
        15826576                          9.4835                  20351101                40,500.00
        15897531                          9.7435                  20201101                40,068.00
        15930861                         11.0935                  20210101                40,000.00
        15929111                         10.4435                  20351201                40,000.00
        15897967                          7.5685                  20351201                40,000.00
        15864014                          7.8685                  20351101                40,000.00
        15721353                          8.9935                  20200901                40,000.00
        15899112                          9.4835                  20351201                39,600.00
        15878837                          9.4335                  20201101                39,400.00
        15863852                          9.4835                  20200601                39,217.80
        15737840                          9.4835                  20201001                39,000.00
        15737787                          9.4835                  20201001                39,000.00
        15721099                          9.4835                  20200901                39,000.00
        15878930                          6.9435                  20350401                39,150.00
        15828900                          7.5935                  20200801                39,522.00
        15878727                          9.6835                  20201201                38,400.00
        15899168                          7.4835                  20351201                38,400.00
        15897533                          9.7435                  20201101                38,250.00
        15863853                         10.7435                  20200701                38,262.00
        15721266                          9.2435                  20200901                38,000.00
        15738690                          9.2435                  20201001                37,600.00
        15878730                         10.6835                  20201201                37,427.00
        15933190                         10.9735                  20251201                37,000.00
        15897943                          9.9935                  20351201                36,800.00
        15863938                          9.4935                  20201001                36,765.00
        15948209                          9.7135                  20201201                36,400.00
        15721437                          9.9935                  20200901                36,420.00
        15826770                          8.2435                  20351101                36,384.00
        15826902                          9.5935                  20350901                36,400.00
        15878732                          9.6835                  20201201                36,321.00
        15719051                         10.9935                  20351001                36,300.00
        15721328                          9.3935                  20200901                36,300.00
        15899167                          9.0835                  20351201                36,200.00
        15737752                          9.4835                  20200901                36,100.00
        15899215                          9.4835                  20351201                36,000.00
        15899220                          9.3835                  20351201                36,000.00
        15878548                         10.9335                  20201201                35,980.00
        15899208                          9.0835                  20351201                35,800.00
        15897604                          9.7435                  20201101                35,698.00
        15826912                         10.3435                  20351001                35,750.00
        15899271                          9.4835                  20351201                35,400.00
        15863912                          9.4835                  20251001                35,400.00
        15827678                         10.9435                  20350901                35,250.00
        15737719                         10.4835                  20200901                35,223.00
        15878842                          9.2335                  20201101                35,156.00
        15899254                          9.3835                  20351201                35,000.00
        15897818                          7.0935                  20351201                35,000.00
        15863847                          9.1185                  20200601                35,080.00
        15737630                          9.4835                  20201001                35,000.00
        15933187                         11.5935                  20251201                35,000.00
        15737734                         10.4835                  20200901                34,870.40
        15906325                         10.4835                  20200801                34,600.00
        15863856                          9.2435                  20200701                34,600.00
        15863893                         10.6185                  20201001                34,416.75
        15897593                          9.3685                  20201101                34,400.00
        15878650                          8.7835                  20201001                34,400.00
        15652526                         10.7185                  20200801                34,400.00
        15405883                          9.8435                  20350401                34,380.00
        15878728                         10.1835                  20201101                33,980.00
        15721131                          9.2435                  20200901                34,000.00
        15897600                          9.7435                  20201101                33,600.00
        15897574                          9.7435                  20201201                33,520.00
        15899278                          9.3835                  20351201                33,400.00
        15897383                          8.9935                  20201201                33,220.00
        15948532                          9.8935                  20210101                33,200.00
        15897554                          8.9935                  20201101                33,235.00
        15902828                          9.2935                  20201101                33,072.00
        15906314                         10.2435                  20200801                33,000.00
        15785836                          8.5435                  20201001                33,000.00
        15863951                         10.4935                  20201001                32,620.00
        15827181                          9.7435                  20350901                32,625.00
        15878609                          7.8335                  20201101                32,580.00
        15716569                         10.8235                  20251001                32,400.00
        15785807                          7.7935                  20200901                32,600.00
        15721194                          8.4835                  20200901                32,960.00
        15737870                          9.4835                  20201001                31,800.00
        15785815                         10.0935                  20201001                32,000.00
        15878731                         11.2435                  20201201                31,500.00
        15897411                          9.3435                  20201001                31,400.00
        15897426                          9.4835                  20201101                31,320.00
        15863919                         10.4835                  20201001                31,315.20
        15906305                         10.2435                  20200701                31,580.00
        15878831                         10.9335                  20201101                31,000.00
        15906538                         10.7435                  20201101                30,998.00
        15869074                         11.2335                  20201001                31,000.00
        15863854                          7.8685                  20200701                31,060.00
        15863905                          9.2335                  20201001                30,980.00
        15371079                          9.2935                  20350401                31,000.00
        15897559                          9.7435                  20201101                30,796.00
        15737648                         10.4835                  20201001                30,800.00
        15721435                          9.4835                  20200901                30,500.00
        15899175                          9.0835                  20351201                30,000.00
        15737866                         10.4835                  20201001                30,000.00
        15890304                         10.5935                  20251201                30,000.00
        15781856                          8.8935                  20200901                30,000.00
        15930877                          9.7435                  20201101                29,500.00
        15826974                          9.4435                  20351001                29,500.00
        15878724                          8.9835                  20201101                29,400.00
        15878616                          7.8335                  20201101                29,000.00
        15878547                          9.9335                  20201101                29,000.00
        15721133                          9.4835                  20200901                28,800.00
        15906403                         10.2335                  20201001                28,600.00
        15878651                          8.4835                  20201101                28,500.00
        15878652                          8.9835                  20201101                28,500.00
        15878716                         10.2335                  20201001                28,400.00
        15892630                         10.5535                  20260101                27,980.00
        15906371                          9.4835                  20200901                28,000.00
        15878836                          9.9335                  20201101                27,750.00
        15878617                          9.2335                  20201101                27,700.00
        15897417                          9.4835                  20201101                27,580.00
        15897570                          9.3685                  20201101                27,298.00
        15878542                          8.9835                  20201101                27,200.00
        15878614                          7.8335                  20201101                27,150.00
        15737613                         10.4835                  20201001                27,750.00
        15721398                          9.4835                  20200901                26,780.00
        15737628                          9.4835                  20201001                26,500.00
        15897409                          9.7435                  20200901                26,400.00
        15826205                         10.8235                  20251101                26,200.00
        15906444                          9.4835                  20201101                26,000.00
        15878829                          8.6835                  20201101                25,990.00
        15929101                         10.4435                  20351201                25,800.00
        15721155                          8.4835                  20200901                25,800.00
        15785905                          8.6435                  20201001                26,000.00
        15897618                          9.7435                  20201101                25,650.00
        15785834                         10.4935                  20200901                25,900.00
        15899121                          9.0835                  20351201                25,500.00
        15897614                          9.8685                  20201201                25,480.00
        15899225                          9.4835                  20351201                25,400.00
        15906507                         10.7435                  20201101                25,400.00
        15652551                         11.8635                  20200801                25,400.00
        15863968                          8.7435                  20201001                25,200.00
        15869091                         11.3935                  20201101                25,000.00
        15878613                          9.4335                  20201101                25,000.00
        15899149                          9.4835                  20351201                24,980.00
        15737738                          9.4835                  20200901                25,000.00
        15874758                         10.5835                  20251201                25,000.00
        15530391                         10.4135                  20250701                25,000.00
        15721337                          9.4835                  20200901                24,838.00
        15878839                          8.9835                  20201101                24,750.00
        15906383                          9.9835                  20201001                24,400.00
        15897586                          9.7435                  20201101                24,340.00
        15863883                         12.3685                  20201001                24,300.00
        15721238                          9.2435                  20200901                24,200.00
        15878610                          9.4335                  20201101                24,000.00
        15654308                         10.0435                  20200701                24,000.00
        15652558                         10.4685                  20200801                23,850.00
        15785809                          8.1935                  20201001                24,000.00
        15897421                          9.6035                  20201101                23,744.00
        15878543                          9.4335                  20201101                23,600.00
        15863904                          8.7435                  20251001                23,550.00
        15721166                          9.7335                  20200901                23,220.00
        15899144                          9.0835                  20351201                23,000.00
        15785894                         10.9935                  20201001                23,166.00
        15863868                         10.7435                  20351001                22,500.00
        15370767                          9.2935                  20350401                22,400.00
        15863924                         10.7435                  20201001                22,000.00
        15863890                         10.8685                  20201001                21,600.00
        15654313                         10.3435                  20200801                21,400.00
        15933225                         13.2135                  20251201                21,240.00
        15878840                         11.1835                  20201101                21,080.00
        15878843                          8.7335                  20351201                21,000.00
        15869062                         11.1435                  20251001                21,000.00
        15785848                          8.6935                  20201001                21,000.00
        15897425                         10.9835                  20201101                20,800.00
        15721484                          9.6435                  20200901                20,580.00
        15721210                         10.6185                  20200901                20,000.00
        15721206                          9.9935                  20200901                20,000.00
        15721078                          9.6435                  20200901                20,000.00
        15721418                          9.4835                  20200901                20,000.00
        15404374                         10.6185                  20200501                20,000.00
        15506552                          9.2435                  20200601                20,000.00
        15506367                          9.4835                  20200601                20,000.00
        15820522                         10.8435                  20251101                20,000.00
        15879429                         11.7835                  20251101                19,900.00
        15785846                          9.9435                  20201001                20,000.00
        15930866                          9.4935                  20201001                20,000.00
        15955129                         11.7435                  20210101                19,785.00
        15785915                          7.8935                  20201001                20,000.00
        15371350                          9.5435                  20200401                20,200.00
        15878833                          9.4335                  20201101                19,050.00
        15878841                         10.6835                  20201201                18,600.00
        15878619                          9.2335                  20201101                18,400.00
        15878726                          8.9835                  20201201                18,200.00
        15878540                          9.2335                  20200901                18,220.00
        15863894                         10.7435                  20201001                17,998.00
        15785890                          9.4935                  20201001                18,000.00
        15899170                          9.4835                  20351201                17,580.00
        15878554                          9.2335                  20201101                17,000.00
        15906377                         10.9835                  20200901                17,000.00
        15878827                          8.7435                  20200901                16,200.00
        15902610                          9.8535                  20201101                16,000.00
        15863851                          9.2435                  20200701                16,000.00
        15878556                          9.9835                  20201101                15,800.00
        15652543                          9.2435                  20200701                15,800.00
        15878612                          8.9835                  20201101                15,200.00
        15878615                         10.4335                  20201101                15,000.00
        15405790                         10.0935                  20350501                14,100.00
        15906260                          9.5135                  20201101                14,000.00
        15878551                         10.6835                  20201101                13,000.00
        15652502                          9.2435                  20200701                13,000.00
        15906375                         11.4835                  20151001                12,750.00
        15863878                         11.4835                  20201001                12,500.00
        15863864                         11.3685                  20200901                11,200.00



LOAN_SEQ                   CURRENT_BALANCE                        STATED_                         STATED_
                                                                  ORIGINAL_TERM                   REM_TERM
-------------------------------------------------------------------------------------------------------------------
        15934232                              990,000.00                             360                       358
        15897762                              800,000.00                             360                       356
        15934399                              737,000.00                             360                       357
        15934222                              700,000.00                             360                       357
        15934602                              696,032.63                             360                       358
        15721187                              695,078.74                             360                       355
        15934184                              687,495.17                             360                       358
        15934638                              671,491.96                             360                       358
        15934284                              669,556.00                             360                       357
        15721384                              649,000.00                             360                       355
        15934181                              646,561.41                             360                       355
        15906528                              641,750.00                             360                       357
        15914707                              638,347.65                             360                       356
        15934634                              626,458.07                             360                       358
        15721359                              625,500.00                             360                       355
        15906326                              625,297.26                             360                       354
        15934189                              620,500.00                             360                       357
        15906503                              620,500.00                             360                       357
        15737781                              618,998.46                             360                       356
        15880403                              615,600.00                             360                       359
        15934362                              611,644.81                             360                       357
        15934385                              611,500.00                             360                       358
        15906351                              607,227.21                             360                       355
        15906350                              599,979.85                             360                       355
        15934255                              595,000.00                             360                       358
        15714192                              590,000.00                             360                       355
        15897398                              585,000.00                             360                       355
        15721171                              585,000.00                             360                       355
        15897783                              577,464.37                             360                       356
        15737893                              576,000.00                             360                       355
        15906515                              575,899.70                             360                       357
        15721332                              574,972.26                             360                       355
        15934594                              574,007.09                             360                       358
        15721103                              572,039.93                             360                       355
        15721170                              571,200.00                             360                       355
        15934547                              570,417.98                             360                       358
        15906387                              570,000.00                             360                       356
        15785847                              567,274.82                             360                       357
        15721289                              566,999.09                             360                       355
        15906312                              562,500.00                             360                       354
        15878922                              562,500.00                             360                       349
        15906391                              559,848.33                             360                       356
        15714238                              554,963.05                             360                       355
        15934323                              553,500.00                             360                       357
        15714233                              552,491.57                             360                       355
        15927258                              548,857.95                             360                       359
        15829014                              544,889.74                             360                       354
        15878767                              544,713.80                             360                       357
        15721271                              543,840.00                             360                       355
        15652505                              540,492.84                             360                       354
        15721475                              536,970.73                             360                       355
        15721125                              534,248.10                             360                       355
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        15878668                              306,716.72                             360                       357
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        15899241                              140,000.00                             360                       358
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        15897562                              111,920.00                             360                       358
        15892624                              111,920.00                             360                       359
        15906550                              111,910.59                             180                       178
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        15869068                              111,794.58                             360                       357
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        15737829                              111,747.59                             180                       175
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        15897802                              111,634.95                             360                       356
        15878785                              111,600.00                             360                       357
        15721383                              111,549.02                             360                       355
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        15935941                              111,254.66                             240                       238
        15833508                              111,200.00                             360                       357
        15785914                              111,200.00                             360                       356
        15766879                              111,200.00                             360                       355
        15652517                              111,200.00                             360                       354
        15889976                              111,124.57                             180                       178
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        15785842                              110,842.89                             360                       356
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        15766870                               80,000.00                             360                       355
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        15878987                               79,895.75                             360                       357
        15878595                               79,845.00                             360                       357
        15897287                               79,843.32                             360                       357
        15721335                               79,837.39                             180                       175
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        15897981                               79,787.46                             360                       356
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        15737625                               79,669.64                             360                       356
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        15826970                               58,356.70                             360                       356
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        15826801                               50,280.28                             360                       356
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        15897930                               47,435.01                             360                       358
        15309275                               47,100.60                             360                       343
        15878654                               46,958.80                             180                       177
        15906340                               46,908.84                             180                       175
        15721415                               46,888.59                             180                       175
        15897957                               46,763.04                             360                       358
        15721358                               46,660.55                             360                       355
        15828213                               46,533.10                             360                       354
        15719135                               46,365.23                             240                       235
        15721308                               46,096.48                             360                       355
        15781851                               45,933.48                             180                       176
        15826954                               45,923.27                             360                       354
        15897812                               45,817.10                             180                       178
        15902910                               45,687.77                             360                       357
        15721364                               45,497.20                             180                       175
        15781865                               45,437.06                             180                       176
        15899269                               45,158.87                             360                       358
        15906468                               45,151.10                             180                       177
        15863913                               45,139.91                             180                       176
        15897413                               44,941.18                             180                       177
        15897765                               44,914.99                             360                       356
        15721406                               44,884.57                             360                       355
        15826807                               44,877.76                             360                       355
        15721471                               44,850.04                             360                       355
        15721458                               44,832.60                             360                       355
        15721305                               44,820.04                             360                       355
        15721197                               44,796.09                             180                       175
        15828549                               44,715.88                             360                       354
        15721061                               44,669.90                             360                       355
        15899183                               44,509.13                             360                       358
        15721279                               44,494.28                             180                       175
        15719163                               44,170.69                             240                       236
        15929168                               43,968.14                             360                       358
        15721132                               43,943.94                             360                       355
        15864001                               43,927.37                             360                       357
        15863973                               43,921.50                             360                       357
        15721142                               43,895.67                             180                       175
        15897855                               43,716.73                             360                       358
        15878608                               43,514.78                             180                       176
        15863880                               43,293.70                             180                       176
        15400847                               43,055.70                             360                       351
        15927256                               42,977.37                             360                       358
        15899270                               42,961.72                             360                       358
        15878717                               42,921.96                             180                       176
        15897419                               42,718.99                             180                       176
        15906462                               42,678.69                             180                       177
        15721455                               42,481.67                             180                       175
        15737689                               41,401.60                             360                       355
        15737784                               40,907.60                             180                       175
        15897430                               40,842.30                             180                       177
        15927244                               40,788.20                             360                       359
        15721258                               40,755.66                             360                       355
        15864000                               40,736.06                             360                       357
        15863926                               40,512.60                             180                       176
        15721264                               40,498.55                             180                       175
        15897819                               40,480.61                             360                       358
        15721295                               40,453.32                             180                       175
        15737714                               40,327.46                             180                       176
        15826576                               40,132.90                             360                       357
        15897531                               40,017.16                             180                       177
        15930861                               39,987.50                             180                       179
        15929111                               39,971.03                             360                       358
        15897967                               39,938.13                             360                       358
        15864014                               39,924.89                             360                       357
        15721353                               39,900.07                             180                       175
        15899112                               39,564.73                             360                       358
        15878837                               39,346.59                             180                       177
        15863852                               39,074.62                             180                       172
        15737840                               38,930.00                             180                       176
        15737787                               38,930.00                             180                       176
        15721099                               38,912.13                             180                       175
        15878930                               38,848.13                             360                       350
        15828900                               38,831.20                             180                       174
        15878727                               38,359.57                             180                       178
        15899168                               38,339.63                             360                       358
        15897533                               38,201.46                             180                       177
        15863853                               38,169.03                             180                       173
        15721266                               37,909.90                             180                       175
        15738690                               37,528.98                             180                       176
        15878730                               37,401.28                             180                       178
        15933190                               36,919.41                             240                       238
        15897943                               36,750.44                             360                       358
        15863938                               36,699.11                             180                       176
        15948209                               36,369.15                             180                       178
        15721437                               36,346.35                             180                       175
        15826770                               36,320.72                             360                       357
        15826902                               36,319.08                             360                       355
        15878732                               36,290.02                             180                       178
        15719051                               36,252.90                             360                       356
        15721328                               36,216.62                             180                       175
        15899167                               36,164.92                             360                       358
        15737752                               36,018.61                             180                       175
        15899215                               35,967.95                             360                       358
        15899220                               35,967.25                             360                       358
        15878548                               35,956.59                             180                       178
        15899208                               35,765.30                             360                       358
        15897604                               35,652.70                             180                       177
        15826912                               35,526.88                             360                       356
        15899271                               35,368.48                             360                       358
        15863912                               35,210.96                             240                       236
        15827678                               35,191.91                             360                       355
        15737719                               35,158.90                             180                       175
        15878842                               35,106.28                             180                       177
        15899254                               34,968.17                             360                       358
        15897818                               34,948.92                             360                       358
        15863847                               34,941.70                             180                       172
        15737630                               34,937.17                             180                       176
        15933187                               34,929.84                             240                       238
        15737734                               34,806.92                             180                       175
        15906325                               34,506.88                             180                       174
        15863856                               34,484.19                             180                       173
        15863893                               34,368.33                             180                       176
        15897593                               34,352.73                             180                       177
        15878650                               34,328.43                             180                       176
        15652526                               34,328.27                             180                       174
        15405883                               34,229.90                             360                       350
        15878728                               33,940.75                             180                       177
        15721131                               33,919.40                             180                       175
        15897600                               33,542.19                             180                       177
        15897574                               33,491.78                             180                       178
        15899278                               33,369.02                             360                       358
        15897383                               33,187.19                             180                       178
        15948532                               33,186.52                             180                       179
        15897554                               33,185.57                             180                       177
        15902828                               33,025.84                             180                       177
        15906314                               32,906.34                             180                       174
        15785836                               32,648.79                             180                       176
        15863951                               32,572.82                             180                       176
        15827181                               32,555.38                             360                       355
        15878609                               32,518.38                             180                       177
        15716569                               32,253.85                             240                       236
        15785807                               32,134.98                             180                       175
        15721194                               32,007.31                             180                       175
        15737870                               31,712.44                             180                       176
        15785815                               31,703.92                             180                       176
        15878731                               31,480.86                             180                       178
        15897411                               31,341.94                             180                       176
        15897426                               31,278.01                             180                       177
        15863919                               31,269.80                             180                       176
        15906305                               31,068.75                             180                       173
        15878831                               30,969.60                             180                       177
        15906538                               30,966.32                             180                       177
        15869074                               30,961.85                             180                       176
        15863854                               30,921.99                             180                       173
        15863905                               30,921.35                             180                       176
        15371079                               30,851.47                             360                       350
        15897559                               30,756.93                             180                       177
        15737648                               30,755.38                             180                       176
        15721435                               30,431.28                             180                       175
        15899175                               29,970.15                             360                       358
        15737866                               29,956.52                             180                       176
        15890304                               29,931.28                             240                       238
        15781856                               29,923.45                             180                       175
        15930877                               29,462.57                             180                       177
        15826974                               29,446.54                             360                       356
        15878724                               29,356.16                             180                       177
        15878616                               28,945.17                             180                       177
        15878547                               28,928.34                             180                       177
        15721133                               28,735.08                             180                       175
        15906403                               28,556.26                             180                       176
        15878651                               28,452.86                             180                       177
        15878652                               28,450.93                             180                       177
        15878716                               28,356.54                             180                       176
        15892630                               27,947.93                             240                       239
        15906371                               27,923.14                             180                       175
        15878836                               27,716.19                             180                       177
        15878617                               27,648.42                             180                       177
        15897417                               27,543.01                             180                       177
        15897570                               27,260.48                             180                       177
        15878542                               27,159.47                             180                       177
        15878614                               27,098.65                             180                       177
        15737613                               27,091.07                             180                       176
        15721398                               26,719.60                             180                       175
        15737628                               26,446.42                             180                       176
        15897409                               26,343.70                             180                       175
        15826205                               26,112.27                             240                       237
        15906444                               25,957.05                             180                       177
        15878829                               25,948.77                             180                       177
        15929101                               25,781.31                             360                       358
        15721155                               25,728.32                             180                       175
        15785905                               25,725.76                             180                       176
        15897618                               25,617.46                             180                       177
        15785834                               25,609.91                             180                       175
        15899121                               25,475.28                             360                       358
        15897614                               25,459.11                             180                       178
        15899225                               25,377.38                             360                       358
        15906507                               25,373.43                             180                       177
        15652551                               25,358.81                             180                       174
        15863968                               25,147.16                             180                       176
        15869091                               24,977.84                             180                       177
        15878613                               24,966.10                             180                       177
        15899149                               24,957.75                             360                       358
        15737738                               24,943.65                             180                       175
        15874758                               24,942.66                             240                       238
        15530391                               24,776.71                             240                       233
        15721337                               24,774.52                             180                       175
        15878839                               24,713.11                             180                       177
        15906383                               24,321.21                             180                       176
        15897586                               24,309.12                             180                       177
        15863883                               24,276.79                             180                       176
        15721238                               24,134.14                             180                       175
        15878610                               23,967.48                             180                       177
        15654308                               23,921.54                             180                       173
        15652558                               23,797.50                             180                       174
        15785809                               23,725.57                             180                       176
        15897421                               23,712.97                             180                       177
        15878543                               23,568.02                             180                       177
        15863904                               23,411.78                             240                       236
        15721166                               23,170.38                             180                       175
        15899144                               22,977.71                             360                       358
        15785894                               22,878.89                             180                       176
        15863868                               22,500.00                             360                       356
        15370767                               22,292.75                             360                       350
        15863924                               21,969.86                             180                       176
        15863890                               21,571.19                             180                       176
        15654313                               21,343.26                             180                       174
        15933225                               21,205.85                             240                       238
        15878840                               21,060.25                             180                       177
        15878843                               20,978.10                             360                       358
        15869062                               20,905.76                             240                       236
        15785848                               20,779.48                             180                       176
        15897425                               20,779.47                             180                       177
        15721484                               20,535.16                             180                       175
        15721210                               19,964.64                             180                       175
        15721206                               19,959.55                             180                       175
        15721078                               19,956.40                             180                       175
        15721418                               19,954.91                             180                       175
        15404374                               19,935.14                             180                       171
        15506552                               19,923.20                             180                       172
        15506367                               19,922.82                             180                       172
        15820522                               19,915.49                             240                       237
        15879429                               19,841.38                             240                       237
        15785846                               19,812.40                             180                       176
        15930866                               19,788.67                             180                       176
        15955129                               19,779.64                             180                       179
        15785915                               19,711.22                             180                       176
        15371350                               19,689.77                             180                       170
        15878833                               19,024.20                             180                       177
        15878841                               18,587.22                             180                       178
        15878619                               18,373.99                             180                       177
        15878726                               18,181.99                             180                       178
        15878540                               18,176.74                             180                       175
        15863894                               17,973.34                             180                       176
        15785890                               17,824.09                             180                       176
        15899170                               17,564.34                             360                       358
        15878554                               16,975.96                             180                       177
        15906377                               16,970.46                             180                       175
        15878827                               16,118.12                             180                       175
        15902610                               15,974.80                             180                       177
        15863851                               15,833.54                             180                       173
        15878556                               15,780.96                             180                       177
        15652543                               15,747.10                             180                       173
        15878612                               15,177.35                             180                       177
        15878615                               14,982.76                             180                       177
        15405790                               14,035.53                             360                       351
        15906260                               13,956.13                             180                       177
        15878551                               12,986.54                             180                       177
        15652502                               12,712.51                             180                       173
        15906375                               12,524.82                             120                       116
        15863878                               12,484.92                             180                       176
        15863864                               11,183.18                             180                       175



LOAN_SEQ                  PROPTYPE                         MERS_ID1                              MIN_RATE
-----------------------------------------------------------------------------------------------------------------
        15934232          Single Family                                              0                    7.9900
        15897762          Single Family                                              0                    7.8250
        15934399          Single Family                                              0                    6.9500
        15934222          Single Family                                              0                    6.9500
        15934602          PUD                                                        0                    7.8500
        15721187          PUD                              M10011206570525356                             7.9000
        15934184          Single Family                                              0                    7.6000
        15934638          PUD                                                        0                    6.9900
        15934284          Single Family                                              0                    5.9000
        15721384          Condominium                      M10011206569546079                             7.9900
        15934181          Single Family                                              0                    7.5000
        15906528          Single Family                    M10031200000410212                             6.6250
        15914707          PUD                              100057602000142680                             8.2500
        15934634          Single Family                                              0                    6.9500
        15721359          Single Family                    M10011206570537790                             7.4000
        15906326          Condominium                      M10031200000403659                             7.2500
        15934189          Single Family                                              0                    5.9900
        15906503          Single Family                    M10031200000410004                             6.4900
        15737781          PUD                              100264600800485852                             6.9000
        15880403          Single Family                    100171905120008066                             8.7500
        15934362          2-4 Family                                                 0                    9.8000
        15934385          PUD                                                        0                    5.8750
        15906351          Single Family                    M10031200004052537                             6.1300
        15906350          PUD                              M10031200000405175                             5.4900
        15934255          PUD                                                        0                    5.5000
        15714192          Single Family                    100147300050613245                             6.6250
        15897398          PUD                              100101305050800555                             6.9900
        15721171          Single Family                    M10011206570548279                             7.4900
        15897783          Single Family                                              0                    7.5000
        15737893          2-4 Family                       100264600800482446                             6.7500
        15906515          Single Family                    M10031200000410155                             6.7500
        15721332          Single Family                    M10011206570518772                             7.2750
        15934594          Single Family                                              0                    6.7500
        15721103          PUD                              M10011206570568473                             5.8750
        15721170          Condominium                      M10011206570547765                             5.9900
        15934547          Single Family                                              0                    9.3500
        15906387          Single Family                    M10031200000407053                             6.0000
        15785847          Single Family                    100263195008515155                                  -
        15721289          Single Family                    M10011206570527486                             6.9900
        15906312          Single Family                    M10031200000402807                             6.8750
        15878922          Single Family                                              0                    6.0500
        15906391          Single Family                    M10031200000407336                             6.0000
        15714238          Single Family                    100147300050808241                             7.5000
        15934323          Single Family                                              0                    6.9900
        15714233          Single Family                    100147300050810395                             5.7500
        15927258          Single Family                    100174500000121845                             8.3500
        15829014          Single Family                    100022100144659679                             4.8500
        15878767          Single Family                    100323798012362411                                  -
        15721271          Single Family                    M10011206570566485                             6.4000
        15652505          Single Family                    100213300000094156                             8.5000
        15721475          Single Family                    M10011206570565455                             7.4900
        15721125          Single Family                    M10011206570556688                             6.3000
        15721389          Single Family                    M10011206570576179                             6.9900
        15721196          Condominium                      M10011206569925993                             6.9250
        15934459          Single Family                                              0                    6.5500
        15721441          2-4 Family                       M10011206570578358                             7.7000
        15934561          Single Family                                              0                    7.1500
        15934535          Single Family                                              0                    6.3500
        15714200          PUD                              100147300050805171                             7.8750
        15906516          Condominium                      M10031200000410159                             6.9900
        15906473          Single Family                    M10031200000409187                             6.9900
        15879003          PUD                              100174500000106242                                  -
        15906338          Single Family                    M10031200000404224                             7.4900
        15721465          Single Family                    M10011206570535095                             6.4000
        15737769          PUD                              100264600800472181                             6.7000
        15930850          2-4 Family                       100086600211015385                             9.7000
        15721180          Single Family                    M10011206570565557                             7.7500
        15934344          Single Family                                              0                   10.5000
        15721312          Single Family                    M10011206570546290                             6.1400
        15929146          Single Family                    100174500000107968                             6.5000
        15928620          Single Family                    100091200000173728                             9.0000
        15899252          Single Family                    100220710000098711                             5.8750
        15899116          2-4 Family                       100220710000094561                             5.8750
        15929121          Single Family                    100174500000008514                                  -
        15934374          Single Family                                              0                    6.2500
        15934491          Single Family                                              0                    6.9000
        15878980          Single Family                    100174500000099884                                  -
        15906409          Single Family                    M10031200000407816                             6.0000
        15879013          Single Family                    100174500000108370                             6.9500
        15934655          Single Family                                              0                    6.8500
        15934233          Single Family                                              0                    5.7500
        15878960          Condominium                      10017450000090370                              6.5000
        15929165          Single Family                    100174500000112497                             6.9500
        15906491          Single Family                    M10031200000409586                             5.4900
        15906401          Single Family                    M10031200000407662                             5.4900
        15781837          Single Family                    10010310007182209                              7.5000
        15654338          Single Family                    100189305060039959                             7.6500
        15878984          Single Family                    100174500000101367                             6.9500
        15780188          Single Family                    100091200000157804                             8.6500
        15721340          Single Family                    M10011206570565893                             7.4000
        15914717          Single Family                    100057602000150642                             8.3500
        15934203          Single Family                                              0                    7.3500
        15934223          Condominium                                                0                    7.6500
        15878750          Single Family                    100323798012340151                             6.2400
        15781841          Single Family                    10010310007181439                              7.4000
        15934404          Single Family                                              0                    7.5000
        15878787          PUD                              100323798012373004                                  -
        15721085          Single Family                    M10011206570507581                             6.2500
        15906442          Single Family                    M10031200000408217                             7.3800
        15719143          Single Family                    100366000000016291                             5.5300
        15721326          PUD                              M10011206570545279                             6.0500
        15934293          Single Family                                              0                    6.1000
        15721321          Single Family                    M10011206570508354                             6.1500
        15906483          Single Family                    M10031200000409367                             5.4900
        15906308          Single Family                    M10031200000402195                             6.4900
        15929162          Single Family                    100174500000111945                                  -
        15934359          Single Family                                              0                    8.3000
        15721273          Single Family                    M10011206570536160                             6.1500
        15934300          Single Family                                              0                    7.2500
        15878992          Single Family                    100174500000001028                             7.5000
        15934601          Single Family                                              0                    5.7500
        15897772          PUD                                                        0                    8.1500
        15929154          Single Family                    100174500000109923                             6.9500
        15934279          Single Family                                              0                    7.6000
        15930815          PUD                              100086600210054351                             7.6000
        15721290          2-4 Family                       M10011206569825367                             8.5000
        15721070          PUD                              M10011206570538455                             6.2000
        15930817          Single Family                    100086600210054567                             7.2000
        15934532          Single Family                                              0                    8.2000
        15906358          Single Family                    M10031200000405600                             5.9900
        15878953          2-4 Family                                                 0                    5.7000
        15906356          Single Family                    M10031200000405374                             6.4900
        15934262          Single Family                                              0                    6.6000
        15930883          PUD                              100086600554001232                                  -
        15897767          Single Family                                              0                    7.8000
        15906549          Single Family                    M10031200000410917                             6.4900
        15721073          Single Family                    M10011206570556561                             6.2000
        15721472          Single Family                    M10011206570517861                                  -
        15737890          Single Family                    100264600800407260                             6.7750
        15826571          Single Family                    100022100144466521                             4.9500
        15780179          Condominium                      100091200000147938                             8.2000
        15889974          Single Family                    100261495655038234                             8.8750
        15906431          Single Family                    M10031200000408094                             6.2500
        15906533          PUD                              M10031200000410339                             7.9000
        15906362          Single Family                    M10031200000405668                             7.4900
        15721386          Single Family                    M10011206570589266                             5.7000
        15929149          Single Family                    100174500000108420                                  -
        15934204          Single Family                                              0                    6.8500
        15934391          Single Family                                              0                    7.1000
        15929128          Single Family                    100174500000096559                             6.9500
        15934432          Single Family                                              0                    7.6500
        15737642          PUD                              100264600800483535                             5.9500
        15827098          Single Family                    100022100144508454                             5.0000
        15878701          Single Family                    100155496012377710                             5.2400
        15721285          Single Family                    M10011206570567555                             6.3250
        15878562          Single Family                    100323792012337200                             5.9200
        15863975          PUD                              100378000003069520                             7.7500
        15737732          Single Family                    100264600800400836                             6.1500
        15934475          Single Family                                              0                    5.9500
        15906458          Single Family                    M10031200000408817                             8.6300
        15721147          Single Family                    M10011206570575285                             7.9000
        15864022          Single Family                    100378000003075019                             9.6250
        15785876          Single Family                    100263195008592378                             4.9500
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        15878829          Single Family                    100323798022329426                                  -
        15929101          Single Family                    100174500000108263                                  -
        15721155          Condominium                      M10011206570505567                                  -
        15785905          Single Family                    100263195008666040                                  -
        15897618          PUD                              10003210000544856                                   -
        15785834          Single Family                    100263195008490144                                  -
        15899121          PUD                              100220710000096830                                  -
        15897614          Single Family                    10003210000061556                                   -
        15899225          Single Family                    100220710000100236                                  -
        15906507          Single Family                    M10031200000410046                                  -
        15652551          Single Family                    100213300000095161                                  -
        15863968          Single Family                    100378000003068667                                  -
        15869091          Single Family                    10020950010027813                                   -
        15878613          Condominium                      100323792022352280                                  -
        15899149          Single Family                    100220710000098703                                  -
        15737738          Condominium                      100264600800462273                                  -
        15874758          Condominium                      100040788511000598                                  -
        15530391          Single Family                    100330705060064683                                  -
        15721337          PUD                              M10011206570566171                                  -
        15878839          Single Family                    100323798022383704                                  -
        15906383          Single Family                    M10031200000406814                                  -
        15897586          PUD                              10003210000060680                                   -
        15863883          Single Family                    100022100143937977                                  -
        15721238          Single Family                    M10011206569815360                                  -
        15878610          Single Family                    100323792022330377                                  -
        15654308          PUD                              100189305060036609                                  -
        15652558          Single Family                    100213300000097050                                  -
        15785809          PUD                              100263195008402867                                  -
        15897421          PUD                              100101309050912402                                  -
        15878543          Single Family                    100323791022346433                                  -
        15863904          Single Family                    100022100143939874                                  -
        15721166          Single Family                    M10011206570555251                                  -
        15899144          Single Family                    100220710000095725                                  -
        15785894          Single Family                    100263195008619858                                  -
        15863868          2-4 Family                       100378000003042308                                  -
        15370767          Single Family                    100263195007252719                                  -
        15863924          PUD                              100022100143941755                                  -
        15863890          2-4 Family                       100022100143938470                                  -
        15654313          Condominium                      100189305060039082                                  -
        15933225          2-4 Family                       100202930511110092                                  -
        15878840          PUD                              100323798022386921                                  -
        15878843          Single Family                    100323798022396755                                  -
        15869062          Single Family                    10020950010027105                                   -
        15785848          Single Family                    100263195008515494                                  -
        15897425          Single Family                    100101309051000280                                  -
        15721484          Single Family                    M10011206570578559                                  -
        15721210          PUD                              M10011206569905365                                  -
        15721206          Single Family                    M10011206570596748                                  -
        15721078          Single Family                    M10011206570605457                                  -
        15721418          PUD                              M10011206570576367                                  -
        15404374          Single Family                    100112065696177555                                  -
        15506552          Single Family                    100112065696594882                                  -
        15506367          Single Family                    100112065697459903                                  -
        15820522          Condominium                      100202920509280007                                  -
        15879429          Single Family                    100330705100090847                                  -
        15785846          Single Family                    100263195008515072                                  -
        15930866          Single Family                    100086600526033974                                  -
        15955129          Single Family                                              0                         -
        15785915          Single Family                    100263195008680223                                  -
        15371350          Single Family                    100263195007304536                                  -
        15878833          Single Family                    100323798022342353                                  -
        15878841          Single Family                    100323798022389818                                  -
        15878619          Single Family                    100323792022388508                                  -
        15878726          Single Family                    100323796022377411                                  -
        15878540          Single Family                    100323791022245577                                  -
        15863894          PUD                              100022100143938884                                  -
        15785890          Single Family                    100263195008610766                                  -
        15899170          Single Family                    100220710000097945                                  -
        15878554          Single Family                    100323791022384079                                  -
        15906377          Single Family                    M10031200000406346                                  -
        15878827          Single Family                    100323798022263237                                  -
        15902610          Single Family                    100101300000006502                                  -
        15863851          Single Family                    100022100143934909                                  -
        15878556          Single Family                    100323791022402731                                  -
        15652543          Single Family                    100350300000334779                                  -
        15878612          Single Family                    100323792022351530                                  -
        15878615          Single Family                    100323792022376693                                  -
        15405790          2-4 Family                       100263195007409574                                  -
        15906260          Single Family                    100101309050908996                                  -
        15878551          Single Family                    100323791022379996                                  -
        15652502          Single Family                    100350300000318699                                  -
        15906375          Single Family                    M10031200000406334                                  -
        15863878          Single Family                    100022100143937480                                  -
        15863864          Single Family                    100022100143936151                                  -



LOAN_SEQ                   MAX_RATE                   MARGIN                NEXT_RATE_ADJ_DATE1
---------------------------------------------------------------------------------------------------------------
        15934232                    13.9900                 5.2500                                    20071201
        15897762                    14.8250                 6.1500                                    20071001
        15934399                    12.9500                 5.2500                                    20081101
        15934222                    12.9500                 5.2500                                    20071101
        15934602                    13.8500                 6.0000                                    20071201
        15721187                    13.9000                 6.9000                                    20070901
        15934184                    13.6000                 6.2500                                    20071201
        15934638                    12.9900                 5.0000                                    20071201
        15934284                    11.9000                 4.7500                                    20081101
        15721384                    13.9900                 6.9900                                    20070901
        15934181                    13.5000                 6.0000                                    20080901
        15906528                    14.1250                 6.6250                                    20081101
        15914707                    14.2500                 4.9900                                    20071001
        15934634                    12.9500                 6.0000                                    20071201
        15721359                    13.4000                 6.4000                                    20070901
        15906326                    14.7500                 7.2500                                    20070801
        15934189                    11.9900                 5.2500                                    20081101
        15906503                    13.9900                 6.4900                                    20071101
        15737781                    12.9000                 5.2500                                    20071001
        15880403                    14.7500                 5.5000                                    20080101
        15934362                    15.8000                 6.7500                                    20071101
        15934385                    11.8750                 5.5000                                    20081201
        15906351                    13.6300                 6.1300                                    20080901
        15906350                    12.9900                 5.4900                                    20070901
        15934255                    11.5000                 4.7500                                    20071201
        15714192                    11.6250                 6.1250                                    20070901
        15897398                    13.9900                 6.7400                                    20060301
        15721171                    13.4900                 6.4900                                    20070901
        15897783                    14.5000                 6.1500                                    20071001
        15737893                    12.7500                 5.2500                                    20070901
        15906515                    14.2500                 6.7500                                    20071101
        15721332                    13.2750                 6.2750                                    20080901
        15934594                    12.7500                 6.2500                                    20081201
        15721103                    11.8750                 4.9500                                    20070901
        15721170                    11.9900                 4.9900                                    20070901
        15934547                    15.3500                 6.0000                                    20071201
        15906387                    13.5000                 6.0000                                    20081001
        15785847                          -                      -
        15721289                    12.9900                 5.9900                                    20070901
        15906312                    14.3750                 6.8750                                    20070801
        15878922                    16.8000                 6.0500                                    20070301
        15906391                    13.5000                 6.0000                                    20071001
        15714238                    12.5000                 7.0000                                    20070901
        15934323                    12.9900                 5.5000                                    20081101
        15714233                    10.7500                 5.2500                                    20070901
        15927258                    14.3500                 6.9500                                    20110101
        15829014                    10.8500                 6.0000                                    20070801
        15878767                          -                      -
        15721271                    12.4000                 5.4000                                    20070901
        15652505                    14.5000                 5.7500                                    20080801
        15721475                    13.4900                 6.4900                                    20080901
        15721125                    12.3000                 5.3000                                    20070901
        15721389                    12.9900                 5.9900                                    20070901
        15721196                    12.9250                 5.9250                                    20070901
        15934459                    12.5500                 5.0000                                    20081101
        15721441                    13.7000                 6.7000                                    20080901
        15934561                    13.1500                 5.0000                                    20071201
        15934535                    12.3500                 4.7500                                    20071201
        15714200                    12.8750                 7.3750                                    20070901
        15906516                    14.4900                 6.9900                                    20071101
        15906473                    14.4900                 6.9900                                    20071101
        15879003                          -                      -
        15906338                    14.9900                 7.4900                                    20080901
        15721465                    12.4000                 5.4000                                    20070901
        15737769                    12.7000                 5.2500                                    20071001
        15930850                    15.7000                 5.9500                                    20071201
        15721180                    13.7500                 6.7500                                    20070901
        15934344                    16.5000                 6.0000                                    20071101
        15721312                    12.1400                 5.1400                                    20070901
        15929146                    12.9000                 6.5000                                    20071201
        15928620                    15.0000                 8.0000                                    20071201
        15899252                    14.1500                 5.8750                                    20071201
        15899116                    13.8500                 5.8750                                    20071201
        15929121                          -                      -
        15934374                    12.2500                 4.7500                                    20071101
        15934491                    12.9000                 5.7500                                    20071201
        15878980                          -                      -
        15906409                    13.5000                 6.0000                                    20071001
        15879013                    13.3000                 6.9500                                    20071101
        15934655                    12.8500                 5.5000                                    20071201
        15934233                    11.7500                 5.2500                                    20081101
        15878960                    12.9500                 6.5000                                    20071101
        15929165                    13.6000                 6.9500                                    20071201
        15906491                    12.9900                 5.4900                                    20081101
        15906401                    12.9900                 5.4900                                    20071001
        15781837                    15.2500                 7.5000                                    20081001
        15654338                    13.6500                 7.6500                                    20080801
        15878984                    13.9500                 6.9500                                    20071101
        15780188                    14.6500                 7.6500                                    20081001
        15721340                    13.4000                 6.4000                                    20070901
        15914717                    14.3500                 4.9900                                    20071101
        15934203                    13.3500                 5.2500                                    20081101
        15934223                    13.6500                 5.5000                                    20071101
        15878750                    13.7400                 6.2400                                    20071101
        15781841                    14.5000                 7.4000                                    20081001
        15934404                    13.5000                 6.7500                                    20081201
        15878787                          -                      -
        15721085                    12.2500                 5.2500                                    20080901
        15906442                    14.8800                 7.3800                                    20071101
        15719143                    11.5300                 5.5000                                    20070901
        15721326                    12.0500                 5.0500                                    20070901
        15934293                    12.1000                 6.0000                                    20071101
        15721321                    12.1500                 5.1500                                    20070901
        15906483                    12.9900                 5.4900                                    20071101
        15906308                    13.9900                 6.4900                                    20070801
        15929162                          -                      -
        15934359                    14.3000                 5.2500                                    20081101
        15721273                    12.1500                 5.1500                                    20070901
        15934300                    13.2500                 5.2500                                    20081101
        15878992                    14.1500                 7.5000                                    20071101
        15934601                    11.7500                 4.7500                                    20081201
        15897772                    15.1500                 5.9000                                    20071201
        15929154                    14.3500                 6.9500                                    20071201
        15934279                    13.6000                 5.5000                                    20071101
        15930815                    13.6000                 5.9500                                    20071201
        15721290                    14.5000                 6.9500                                    20070901
        15721070                    12.2000                 5.2000                                    20080901
        15930817                    13.2000                 5.9500                                    20071201
        15934532                    14.2000                 5.7500                                    20071201
        15906358                    13.4900                 5.9900                                    20070901
        15878953                    13.9500                 5.7000                                    20070901
        15906356                    13.9900                 6.4900                                    20080901
        15934262                    12.6000                 4.7500                                    20071101
        15930883                          -                      -
        15897767                    14.8000                 5.9000                                    20071001
        15906549                    13.4900                 5.9900                                    20071201
        15721073                    12.2000                 5.2000                                    20070901
        15721472                          -                      -
        15737890                    12.7750                 5.2500                                    20070801
        15826571                    10.9500                 6.0000                                    20080801
        15780179                    14.2000                 7.2000                                    20070901
        15889974                    14.8750                 5.5000                                    20071201
        15906431                    13.7500                 6.2500                                    20071001
        15906533                    15.4000                 7.9000                                    20081101
        15906362                    14.9900                 7.4900                                    20080901
        15721386                    11.7000                 4.9500                                    20070901
        15929149                          -                      -
        15934204                    12.8500                 6.0000                                    20071001
        15934391                    13.1000                 5.2500                                    20081101
        15929128                    15.9500                 6.9500                                    20071201
        15934432                    13.6500                 5.7500                                    20081201
        15737642                    11.9500                 5.9900                                    20070901
        15827098                    11.0000                 6.0000                                    20080801
        15878701                    12.7400                 5.2400                                    20071101
        15721285                    12.3250                 5.3250                                    20070901
        15878562                    13.4200                 5.9200                                    20071201
        15863975                    13.7500                 7.5000                                    20071101
        15737732                    12.1500                 5.9900                                    20070801
        15934475                    11.9500                 5.2500                                    20081201
        15906458                    16.1300                 8.6300                                    20071101
        15721147                    13.9000                 6.9000                                    20070901
        15864022                    15.6250                 8.0000                                    20071101
        15785876                    11.9500                 4.9500                                    20071001
        15863974                    14.9900                 8.0000                                    20071101
        15878673                    13.9900                 6.4900                                    20071101
        15906301                          -                      -
        15906438                    13.6500                 6.1500                                    20071001
        15721200                    12.7500                 5.7500                                    20070901
        15652544                    12.2250                 5.7500                                    20080801
        15780163                    13.4500                 6.4500                                    20081001
        15906505                    13.8800                 6.5000                                    20081101
        15879798                    12.8750                 5.5000                                    20080101
        15934641                    13.5000                 5.0000                                    20071201
        15897896                          -                      -
        15934599                    14.5000                 6.5000                                    20071201
        15930853                    14.3720                 5.9500                                    20080101
        15721220                    12.7000                 5.7000                                    20070901
        15878988                          -                      -
        15737790                    13.9900                 6.2500                                    20070901
        15878531                    14.0700                 6.5700                                    20071201
        15930847                    14.6750                 5.9500                                    20071201
        15929090                    14.1500                 6.9500                                    20071201
        15878983                    13.7000                 6.9500                                    20071101
        15930824                    14.5500                 5.9500                                    20071201
        15934617                    13.8000                 6.2500                                    20081201
        15878977                    11.9500                 6.5000                                    20071101
        15721324                    12.5000                 5.5000                                    20070901
        15906534                    13.1300                 5.6300                                    20081101
        15934402                    12.9900                 5.2500                                    20071101
        15906428                    14.9900                 7.4900                                    20071001
        15737641                    12.6500                 5.2500                                    20070801
        15906398                    12.9900                 5.4900                                    20081001
        15930819                    13.9000                 5.9550                                    20071201
        15899172                    11.8000                 5.8750                                    20071201
        15721453                    12.5000                 5.5000                                    20070901
        15878798                    12.5000                 4.5000                                    20081101
        15934250                    13.2500                 5.7500                                    20071101
        15934554                    13.1500                 5.2500                                    20071201
        15934196                    12.9900                 6.0000                                    20071101
        15785830                          -                      -
        15934639                    14.5500                 6.7500                                    20071201
        15929095                    13.6000                 6.9500                                    20071201
        15737811                    13.0000                 5.2500                                    20070901
        15721445                    12.4900                 5.4900                                    20070901
        15827003                    11.0000                 6.0000                                    20080801
        15714230                    12.0000                 6.5000                                    20070901
        15934529                    12.5000                 5.2500                                    20081201
        15934224                    12.6500                 4.7500                                    20081101
        15897427                    11.9900                 5.7400                                    20071101
        15878778                    12.4900                 4.5000                                    20081101
        15737854                    12.8000                 5.9900                                    20070801
        15914709                    14.1000                 4.9900                                    20071101
        15906552                    13.3000                 5.8000                                    20071201
        15929169                    12.6500                 6.9500                                    20071201
        15906465                    14.0500                 6.5500                                    20071101
        15906419                    13.7500                 6.2500                                    20071101
        15906396                    14.4900                 6.9900                                    20071001
        15863967                    15.5000                 8.2500                                    20081101
        15934428                    12.6000                 5.5000                                    20071201
        15934648                    14.4500                 6.5000                                    20071201
        15934556                    15.5000                 6.5000                                    20081201
        15934198                    12.9900                 6.0000                                    20081101
        15878802                    13.4400                 5.9400                                    20071201
        15878753                    13.7400                 6.2400                                    20071101
        15878694                          -                      -
        15878667                    14.3400                 6.8400                                    20071101
        15879000                    13.5500                 6.9500                                    20071201
        15897952                    17.6500                 6.6500                                    20071201
        15897348                          -                      -
        15897838                    14.5000                 6.7000                                    20071201
        15878705                          -                      -
        15934598                    12.8500                 5.0000                                    20071201
        15906456                    14.4900                 6.9900                                    20071101
        15906306                    14.9900                 7.4900                                    20070801
        15780162                    12.9000                 5.9000                                    20070801
        15878981                          -                      -
        15737771                    12.8250                 6.2500                                    20080901
        15721066                    12.3250                 5.3250                                    20080901
        15929116                          -                      -
        15863907                    14.1250                 7.8750                                    20071001
        15927252                    15.7500                 6.9500                                    20071201
        15914708                    13.7000                 4.9900                                    20070901
        15934310                    12.6500                 5.7500                                    20071101
        15827941                    11.1500                 6.0000                                    20070801
        15906309                    14.8800                 7.3800                                    20070801
        15934603                    14.0500                 6.5000                                    20071201
        15934506                    12.7500                 5.5000                                    20081201
        15766903                    13.5000                 5.5000                                    20070501
        15863873                    12.1250                 4.3750                                    20070901
        15719119                    13.9900                 5.5000                                    20070901
        15714231                    12.3750                 6.8750                                    20070901
        15906328                    13.9900                 6.4900                                    20080801
        15934604                    13.3000                 5.2500                                    20071201
        15897407                    15.6000                 8.5000                                    20071001
        15878597                    15.3500                 7.8500                                    20081101
        15934327                    11.5000                 5.5000                                    20081101
        15721309                    12.6500                 5.6500                                    20070901
        15932760                    14.2500                 7.2500                                    20071101
        15828444                          -                      -
        15934197                    13.2000                 6.5000                                    20081101
        15906300                    12.7500                 5.2500                                    20070701
        15927248                    12.9500                 6.9500                                    20071201
        15934438                    11.9000                 6.2500                                    20081201
        15654350                    13.0000                 7.0000                                    20080601
        15879014                    13.9500                 6.9500                                    20071201
        15934563                    13.1500                 6.0000                                    20071201
        15878820                          -                      -
        15934417                    12.8500                 6.0000                                    20071101
        15906518                    13.8800                 6.3800                                    20071101
        15934509                    13.9000                 6.2500                                    20071201
        15827187                    11.4500                 5.0000                                    20080901
        15737603                    11.4500                 5.2500                                    20070901
        15714206                    11.3750                 5.8750                                    20070901
        15737798                    12.1500                 5.2500                                    20070901
        15929108                    13.4500                 6.9500                                    20071201
        15934650                    14.0500                 6.2500                                    20081201
        15719116                    12.6500                 5.5000                                    20070901
        15934195                    12.9500                 5.2500                                    20071001
        15934415                    12.9900                 4.2500                                    20071201
        15906449                    13.4000                 5.9000                                    20071001
        15897835                    12.8250                 5.9500                                    20101101
        15737751                    12.8000                 5.2500                                    20071001
        15929156                          -                      -
        15863949                    15.7500                 8.5000                                    20071001
        15721402                    12.7500                 5.7500                                    20070901
        15934379                    11.9900                 5.2500                                    20071101
        15899180                    14.7500                 5.8750                                    20071201
        15737677                    14.5500                 6.2500                                    20070901
        15934311                    13.6500                 6.0000                                    20081101
        15780183                    13.5000                 6.5000                                    20070901
        15721339                    11.9500                 4.9500                                    20070901
        15879005                    13.3500                 7.2500                                    20071101
        15929170                    14.6000                 6.9500                                    20071201
        15721164                    12.6750                 5.6750                                    20070901
        15878563                    14.9900                 7.4900                                    20071001
        15927257                    14.6000                 6.9500                                    20071201
        15934303                    15.6500                 6.5000                                    20071101
        15934552                    13.5000                 6.0000                                    20071201
        15929088                    13.2000                 6.9500                                    20071201
        15737739                    12.5500                 6.9900                                    20080801
        15721219                    11.8500                 4.9500                                    20080901
        15863858                    13.3750                 4.3750                                    20081001
        15863945                    13.7500                 4.3750                                    20071101
        15929176                    11.9500                 6.7000                                    20071201
        15878740                    14.7500                 7.2500                                    20071001
        15906545                    13.1000                 5.6000                                    20071201
        15929143                    12.9500                 6.7000                                    20071201
        15934592                    13.3000                 6.0000                                    20071201
        15828256                    11.2000                 4.7500                                    20070801
        15878572                    12.9400                 5.4400                                    20071101
        15906380                    14.8800                 7.3800                                    20071001
        15721460                    13.2000                 6.2000                                    20080901
        15930849                    13.6000                 5.9500                                    20071201
        15934660                    12.1000                 4.7500                                    20081201
        15934336                    12.7500                 4.7500                                    20081201
        15899239                    13.9500                 5.8750                                    20071201
        15878500                    13.7400                 6.2400                                    20071101
        15737851                    12.1500                 5.9900                                    20070901
        15897756                    14.0000                 5.8000                                    20070501
        15929145                    13.3000                 6.9500                                    20071201
        15934663                    14.5000                 6.0000                                    20071201
        15906405                    14.9900                 7.4900                                    20081001
        15906367                    13.7500                 6.2500                                    20081001
        15906378                    14.8800                 7.3800                                    20071001
        15934252                    12.8750                 2.7500                                    20081101
        15934426                    12.1000                 5.0000                                    20081101
        15829092                          -                      -
        15934209                    11.9900                 5.0000                                    20071001
        15878624                    13.9900                 6.4900                                    20081001
        15737640                    14.1500                 5.9900                                    20070901
        15934356                    13.8000                 6.0000                                    20081101
        15737711                    12.5500                 5.9900                                    20071001
        15930870                    11.7500                 5.9500                                    20101101
        15906466                    13.7500                 6.2500                                    20071101
        15906433                    13.9900                 6.4900                                    20071001
        15828899                          -                      -
        15906542                    13.7500                 6.2500                                    20071101
        15934193                    12.2500                 5.5000                                    20071101
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        15721163                    12.7500                 5.7500                                    20070901
        15934199                    11.8000                 5.2500                                    20071101
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        15737865                    12.2500                 6.2500                                    20080901
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        15927218                          -                      -
        15827746                          -                      -
        15928463                    13.9600                 5.5000                                    20080101
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        15878982                          -                      -
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        15878626                          -                      -
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        15523893                    15.0250                 6.9250                                    20080701
        15878970                          -                      -
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        15737815                    12.9500                 6.2500                                    20071001
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        15897841                          -                      -
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        15897886                          -                      -
        15906435                    13.7500                 6.2500                                    20071001
        15828216                          -                      -
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        15878990                          -                      -
        15878594                          -                      -
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        15781866                          -                      -
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        15878772                          -                      -
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        15878993                          -                      -
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        15714251                          -                      -
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        15828099                          -                      -
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        15721112                          -                      -
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        15826669                          -                      -
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        15878661                          -                      -
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        15826826                          -                      -
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        15878815                          -                      -
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        15878488                          -                      -
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        15789014                          -                      -
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        15929129                          -                      -
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        15929161                          -                      -
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        15714234                          -                      -
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        15930814                          -                      -
        15934343                    14.3000                 6.7500                                    20071101
        15934265                    14.3000                 6.5000                                    20071101
        15826874                          -                      -
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        15878996                          -                      -
        15719112                    12.7500                 5.5000                                    20070901
        15737905                    13.0000                 5.9900                                    20071001
        15719139                    10.9900                 5.5000                                    20070901
        15927217                          -                      -
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        15927237                    14.5000                 8.2500                                    20080101
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        15927210                          -                      -
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        15927222                          -                      -
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        15878467                          -                      -
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        15927221                          -                      -
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        15828386                          -                      -
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        15878641                          -                      -
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        15878744                          -                      -
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        15878997                          -                      -
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        15878473                          -                      -
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        15899138                          -                      -
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        15878966                          -                      -
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        15878751                          -                      -
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        15914704                          -                      -
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        15929117                    12.5000                 6.0000                                    20071101
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        15897333                          -                      -
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        15929142                          -                      -
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        15863848                          -                      -
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        15929137                          -                      -
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        15897404                          -                      -
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        15878762                          -                      -
        15737839                    12.1500                 5.9900                                    20070901
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        15897781                          -                      -
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        15929110                          -                      -
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        15829074                    11.2500                 2.7500                                    20100501
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        15863937                    15.0000                 8.5000                                    20071101
        15721391                          -                      -
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        15897273                    14.8000                 6.8000                                    20071001
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        15878974                          -                      -
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        15721080                          -                      -
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        15897894                          -                      -
        15654333                    14.4000                 8.4000                                    20080801
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        15934269                    13.7500                 3.8750                                    20071101
        15878736                          -                      -
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        15878737                          -                      -
        15921550                    15.2800                 5.5000                                    20080101
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        15721191                          -                      -
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        15878773                          -                      -
        15934301                    13.2500                 6.0000                                    20071101
        15932821                          -                      -
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        15899143                          -                      -
        15864010                    15.2500                 9.0000                                    20071101
        15897304                          -                      -
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        15934185                    12.7500                 5.7500                                    20081001
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        15878664                          -                      -
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        15878629                          -                      -
        15934584                    12.8000                 6.0000                                    20071201
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        15878478                          -                      -
        15897372                    14.8000                 7.8000                                    20070601
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        15897271                          -                      -
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        15719050                          -                      -
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        15721343                          -                      -
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        15897998                          -                      -
        15897868                          -                      -
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        15899162                          -                      -
        15898010                    16.0000                 5.9500                                    20071101
        15878589                          -                      -
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        15721281                          -                      -
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        15721207                          -                      -
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        15827137                          -                      -
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        15897978                          -                      -
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        15829003                          -                      -
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        15927216                          -                      -
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        15906392                          -                      -
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        15934412                    12.8750                 2.7500                                    20101101
        15721268                          -                      -
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        15878564                          -                      -
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        15781834                          -                      -
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        15929570                          -                      -
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        15719109                          -                      -
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        15721316                          -                      -
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        15721188                          -                      -
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        15745772                    11.9750                 5.2500                                    20071001
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        15827132                          -                      -
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        15897369                          -                      -
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        15878590                          -                      -
        15725816                    15.2500                 6.5000                                    20070901
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        15863862                          -                      -
        15737786                    12.8000                 5.2500                                    20081001
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        15721462                          -                      -
        15725807                    14.7500                 6.5000                                    20070901
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        15878471                          -                      -
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        15906517                          -                      -
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        15785806                          -                      -
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        15766873                    14.8750                 6.5000                                    20071001
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        15897336                          -                      -
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        15721470                          -                      -
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        15878763                          -                      -
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        15929126                          -                      -
        15878477                    14.6900                 7.1900                                    20071101
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        15865134                    15.0000                 7.5000                                    20071101
        15878774                          -                      -
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        15785911                          -                      -
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        15934254                    13.9900                 3.8500                                    20071101
        15737612                    14.5000                 6.2500                                    20070901
        15725794                    12.8750                 5.8750                                    20070901
        15906480                    13.9900                 6.4900                                    20071101
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        15828830                          -                      -
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        15737619                    14.1000                 5.2500                                    20070901
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        15897314                          -                      -
        15865153                    14.5500                 7.5500                                    20071101
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        15897289                          -                      -
        15864045                    13.7500                 7.5000                                    20071101
        15719142                    13.9900                 5.5000                                    20070901
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        15897371                          -                      -
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        15737886                    12.8500                 5.2500                                    20071001
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        15906410                          -                      -
        15652510                    11.3750                 5.7500                                    20070801
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        15785835                          -                      -
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        15785899                          -                      -
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        15878520                          -                      -
        15865146                    14.6000                 7.6000                                    20071101
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        15719160                    12.7550                 5.5000                                    20080901
        15929166                          -                      -
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        15890301                          -                      -
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        15897286                          -                      -
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        15934305                    13.6500                 6.0000                                    20071101
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        15897842                          -                      -
        15737797                    14.3000                 5.2500                                    20071001
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        15897311                          -                      -
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        15934296                    14.5000                 6.5000                                    20071101
        15721145                          -                      -
        15714229                    13.8750                 8.3750                                    20070901
        15721482                          -                      -
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        15719152                          -                      -
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        15721375                          -                      -
        15897560                    14.5000                 6.5000                                    20071101
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        15942477                    15.6000                 8.8500                                    20071101
        15721121                          -                      -
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        15766857                    15.8750                 6.5000                                    20080901
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        15897804                          -                      -
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        15897360                    14.8000                 6.8000                                    20071001
        15721378                          -                      -
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        15864026                    14.7500                 8.5000                                    20071101
        15719144                          -                      -
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        15897922                          -                      -
        15863985                    14.7500                 8.5000                                    20071101
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        15721104                    13.5000                 6.5000                                    20070901
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        15828051                          -                      -
        15864050                    14.3750                 8.1250                                    20071101
        15878541                          -                      -
        15829102                    11.1000                 6.0000                                    20070801
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        15878508                          -                      -
        15898002                    15.1500                 5.9500                                    20071101
        15897796                          -                      -
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        15766838                    12.6250                 5.6250                                    20080901
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        15878795                          -                      -
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        15914723                          -                      -
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        15897839                          -                      -
        15865172                    14.0000                 7.0000                                    20071101
        15914711                          -                      -
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        15906360                          -                      -
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        15828480                          -                      -
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        15829021                          -                      -
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        15863898                          -                      -
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        15906550                          -                      -
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        15737829                          -                      -
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        15721087                          -                      -
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        15935941                          -                      -
        15833508                    13.5000                 5.5000                                    20071101
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        15889976                          -                      -
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        15737824                          -                      -
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        15934244                    12.9900                 2.7500                                    20101201
        15878796                          -                      -
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        15721430                          -                      -
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        15897760                          -                      -
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        15785875                          -                      -
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        15721216                          -                      -
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        15897366                          -                      -
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        15721329                          -                      -
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        15897836                          -                      -
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        15897349                          -                      -
        15864049                    14.5000                 8.2500                                    20071101
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        15899200                          -                      -
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        15929096                          -                      -
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        15878498                          -                      -
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        15897428                          -                      -
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        15721284                          -                      -
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        15897292                          -                      -
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        15929119                          -                      -
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        15737683                          -                      -
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        15737729                    13.3000                 3.8500                                    20071001
        15878699                          -                      -
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        15897775                          -                      -
        15865159                    13.6000                 6.1000                                    20071101
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        15897828                          -                      -
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        15785874                          -                      -
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        15897585                    13.2500                 6.2500                                    20081101
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        15897277                          -                      -
        15737836                          -                      -
        15780176                    14.5500                 7.5500                                    20071001
        15721157                    12.2500                 5.2500                                    20070901
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        15897612                    16.3750                 6.5000                                    20071101
        15721288                          -                      -
        15934280                    14.7500                 4.2500                                    20071101
        15737888                    14.7500                 6.9900                                    20070901
        15897288                    14.8000                 6.8000                                    20071101
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        15869082                    14.3500                 7.5000                                    20071101
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        15865135                    13.8500                 6.8500                                    20071101
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        15865080                    15.5000                 8.0000                                    20071001
        15721336                          -                      -
        15721486                          -                      -
        15721265                          -                      -
        15721228                    14.7500                 6.9500                                    20070901
        15780149                    14.3500                 7.3500                                    20071001
        15785808                          -                      -
        15897594                    14.8750                 6.5000                                    20071101
        15737638                    12.1000                 6.9900                                    20070901
        15865128                    16.4000                 6.0000                                    20071101
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        15785821                    15.8500                 8.8500                                    20071001
        15785817                    14.6500                 7.6500                                    20070901
        15929109                          -                      -
        15906365                    13.9900                 6.4900                                    20070901
        15785910                    15.4000                 8.4000                                    20071001
        15954435                          -                      -
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        15906440                    15.7500                 8.2500                                    20081001
        15828134                    11.2500                 2.7500                                    20100401
        15523885                    16.5500                 8.4500                                    20080701
        15878968                          -                      -
        15879006                          -                      -
        15897386                    13.6250                 5.6250                                    20071201
        15652515                    13.9900                 5.9000                                    20070801
        15721347                          -                      -
        15865184                    14.7500                 7.7500                                    20071101
        15721233                          -                      -
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        15869084                    15.8500                 9.0000                                    20071101
        15721283                    12.7250                 5.7250                                    20070901
        15864039                    15.6250                 8.0000                                    20071101
        15780156                          -                      -
        15899129                    13.6000                 5.8750                                    20071101
        15878647                          -                      -
        15794713                    13.0000                 6.0000                                    20070701
        15930863                          -                      -
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        15934640                    14.9900                 4.2500                                    20071201
        15874664                          -                      -
        15865170                    14.5000                 7.0000                                    20071101
        15721399                    15.3000                 6.9500                                    20080901
        15721244                          -                      -
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        15897821                    15.4500                 5.9500                                    20071101
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        15897788                    15.3000                 5.9000                                    20071001
        15826764                          -                      -
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        15899132                    14.8000                 5.8750                                    20071201
        15897270                          -                      -
        15897313                    14.8000                 6.8000                                    20071101
        15721075                    12.7500                 4.0820                                    20070901
        15865093                    14.7500                 7.2500                                    20071101
        15897373                          -                      -
        15897279                    14.7500                 6.7500                                    20080901
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        15897625                    14.0000                 6.5000                                    20081101
        15934609                    15.9900                 4.2500                                    20071201
        15899243                          -                      -
        15725811                    15.0000                 6.5000                                    20080901
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        15878461                    15.7900                 8.2900                                    20071101
        15911697                          -                      -
        15897294                          -                      -
        15878622                          -                      -
        15897766                    15.5500                 5.9500                                    20071001
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        15878954                    14.2500                 5.9500                                    20070901
        15879015                          -                      -
        15785804                          -                      -
        15766861                    14.5000                 6.5000                                    20071001
        15878769                          -                      -
        15737703                    13.0500                 5.2500                                    20070901
        15897374                          -                      -
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        15863993                    14.3750                 8.1260                                    20071101
        15878524                    14.1900                 6.6900                                    20081101
        15930836                          -                      -
        15934470                    14.5000                 6.0000                                    20071201
        15934537                    15.9900                 4.2500                                    20071201
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        15865105                    14.7500                 7.2500                                    20071101
        15737627                          -                      -
        15721110                    12.7000                 5.7000                                    20070901
        15863923                    14.8750                 8.0000                                    20071001
        15878482                    16.4900                 8.9900                                    20071101
        15878464                          -                      -
        15906368                    14.9900                 7.4900                                    20080901
        15906500                          -                      -
        15737900                    14.9000                 6.9900                                    20071001
        15721270                    14.5000                 6.9500                                    20070901
        15897920                    16.4500                 5.5500                                    20071201
        15865100                          -                      -
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        15721211                    13.2500                 6.2500                                    20080901
        15737852                    14.5500                 5.9900                                    20071001
        15721428                    14.4500                 6.9500                                    20070901
        15897525                    13.5000                 6.5000                                    20071101
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        15931572                          -                      -
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        15721100                    13.3500                 6.3500                                    20070901
        15737621                          -                      -
        15929114                          -                      -
        15785820                    12.8000                 5.8000                                    20071001
        15934425                    15.5500                 4.2500                                    20071101
        15897340                          -                      -
        15721175                          -                      -
        15785838                          -                      -
        15654318                    13.4000                 7.4000                                    20080801
        15737650                    13.0500                 5.9900                                    20070901
        15719134                          -                      -
        15897800                    13.6000                 5.9500                                    20071001
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        15869102                    13.8500                 8.0000                                    20071101
        15906556                          -                      -
        15878517                          -                      -
        15785852                          -                      -
        15878561                          -                      -
        15897325                    12.7750                 6.6500                                    20070901
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        15869093                    14.9500                 7.7500                                    20071101
        15737692                          -                      -
        15906317                    15.2500                 7.7500                                    20070801
        15930802                          -                      -
        15897629                    13.5000                 6.5000                                    20071101
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        15864239                    13.0000                 5.5000                                    20071201
        15721127                          -                      -
        15906478                    14.9900                 7.4900                                    20081101
        15827325                          -                      -
        15934302                    15.4500                 6.2500                                    20071101
        15897285                          -                      -
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        15865175                    14.8000                 7.8000                                    20071101
        15878971                          -                      -
        15785867                    13.0000                 6.0000                                    20071001
        15863936                    14.9900                 8.7500                                    20071101
        15906434                          -                      -
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        15878558                          -                      -
        15902862                          -                      -
        15897392                    11.9000                 3.0000                                    20071001
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        15785860                    15.2500                 8.2500                                    20071001
        15721179                          -                      -
        15934512                    12.8750                 2.7500                                    20101201
        15737896                    12.9900                 5.2500                                    20071001
        15865106                    13.7500                 6.7500                                    20071101
        15897309                          -                      -
        15897312                          -                      -
        15721440                    12.6500                 5.6500                                    20070901
        15899198                          -                      -
        15878718                          -                      -
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        15934205                    14.6500                 6.5000                                    20071101
        15878632                          -                      -
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        15737684                    15.3000                 6.2500                                    20070901
        15878601                          -                      -
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        15737780                    13.6500                 5.2500                                    20071001
        15719108                          -                      -
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        15879816                          -                      -
        15766870                    14.1250                 6.5000                                    20100901
        15906498                          -                      -
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        15897287                          -                      -
        15721335                          -                      -
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        15865165                    13.9000                 6.4000                                    20071101
        15785843                          -                      -
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        15737625                    12.1000                 5.2500                                    20071001
        15906543                          -                      -
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        15721365                    13.2500                 6.2500                                    20070901
        15785909                          -                      -
        15929159                          -                      -
        15878991                          -                      -
        15897891                          -                      -
        15879424                    13.5000                 5.5000                                    20071101
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        15737858                          -                      -
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        15897353                          -                      -
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        15878605                          -                      -
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        15721256                          -                      -
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        15934330                    17.3500                 6.7500                                    20071101
        15929093                          -                      -
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        15737639                    12.7000                 6.1500                                    20071001
        15897814                          -                      -
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        15780182                    14.2500                 7.2500                                    20070801
        15897306                          -                      -
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        15948491                          -                      -
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        15897364                          -                      -
        15906513                          -                      -
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        15869087                    14.3500                 8.5000                                    20071101
        15721137                          -                      -
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        15930859                          -                      -
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        15899277                          -                      -
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        15865138                    14.2500                 7.2500                                    20071101
        15906522                          -                      -
        15721227                          -                      -
        15878512                          -                      -
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        15864054                    15.3750                 8.1250                                    20071101
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        15721173                          -                      -
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        15897307                          -                      -
        15785816                    12.5500                 4.8000                                    20071001
        15878764                          -                      -
        15652500                    14.4000                 6.5000                                    20070601
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        15906395                          -                      -
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        15869063                    16.4000                 7.5000                                    20071001
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        15897942                          -                      -
        15933192                    14.6200                 5.5000                                    20071201
        15864056                          -                      -
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        15878503                          -                      -
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        15897302                          -                      -
        15827449                    11.1500                 6.0000                                    20070801
        15721356                          -                      -
        15721382                    13.7250                 6.7250                                    20070901
        15897356                          -                      -
        15863981                    13.8750                 4.3750                                    20081101
        15864003                          -                      -
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        15906321                          -                      -
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        15929175                          -                      -
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        15863920                          -                      -
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        15878623                    16.6900                 8.1900                                    20071101
        15737696                          -                      -
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        15878725                          -                      -
        15897898                          -                      -
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        15897322                          -                      -
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        15897310                          -                      -
        15721245                    15.2500                 6.9500                                    20070901
        15897363                          -                      -
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        15737878                    13.3000                 5.9900                                    20070901
        15864008                    16.3750                10.1250                                    20071101
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        15737822                          -                      -
        15737726                    14.2500                 6.9900                                    20070901
        15906331                          -                      -
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        15737821                          -                      -
        15785828                    12.2500                 5.2500                                    20071001
        15863915                          -                      -
        15737802                          -                      -
        15930828                          -                      -
        15930831                          -                      -
        15879008                          -                      -
        15897394                    16.8400                 8.5000                                    20081101
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        15721416                    15.0000                 6.9500                                    20070901
        15878743                          -                      -
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        15863871                          -                      -
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        15785869                    15.2500                 8.2500                                    20071001
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        15869098                    17.7500                 8.2500                                    20071101
        15878611                          -                      -
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        15865111                    15.1000                 7.6000                                    20071101
        15721251                          -                      -
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        15721422                    14.5000                 6.9500                                    20070901
        15878995                          -                      -
        15785829                    15.1500                 8.1500                                    20070901
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        15897343                    14.7000                 6.7000                                    20071001
        15878946                          -                      -
        15878817                    13.7900                 6.2900                                    20071101
        15897357                          -                      -
        15652550                    13.6250                 5.9000                                    20080801
        15897992                    17.6000                 6.2000                                    20071201
        15899165                          -                      -
        15652539                          -                      -
        15878965                          -                      -
        15863961                          -                      -
        15721322                          -                      -
        15863940                          -                      -
        15897914                    16.4000                 5.9500                                    20071101
        15719153                          -                      -
        15737728                    14.5000                 6.9900                                    20071001
        15906334                          -                      -
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        15721401                          -                      -
        15863978                    16.7500                10.5000                                    20071101
        15878720                          -                      -
        15865116                          -                      -
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        15897282                          -                      -
        15906372                    15.5000                 8.0000                                    20070901
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        15897431                    16.3750                 7.4900                                    20071101
        15737615                    13.9500                 6.2500                                    20071001
        15737775                          -                      -
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        15897303                          -                      -
        15826714                          -                      -
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        15721143                    14.1500                 6.9500                                    20080901
        15878972                          -                      -
        15719129                          -                      -
        15934419                    15.9500                 4.2500                                    20071201
        15899256                          -                      -
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        15934334                    15.6500                 6.0000                                    20071101
        15934398                    13.7500                 5.5000                                    20071201
        15878789                          -                      -
        15878670                    15.5900                 8.0900                                    20071101
        15906354                          -                      -
        15934625                    16.1500                 4.2500                                    20071201
        15828862                    15.5500                 6.0000                                    20071101
        15829000                    16.5500                 6.0000                                    20071001
        15938269                          -                      -
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        15878717                          -                      -
        15897419                          -                      -
        15906462                          -                      -
        15721455                          -                      -
        15737689                    15.7500                 6.9900                                    20070901
        15737784                          -                      -
        15897430                          -                      -
        15927244                          -                      -
        15721258                    15.8750                 6.9500                                    20070901
        15864000                    15.2500                 9.0000                                    20071101
        15863926                          -                      -
        15721264                          -                      -
        15897819                    16.9500                 5.9500                                    20081201
        15721295                          -                      -
        15737714                          -                      -
        15826576                          -                      -
        15897531                          -                      -
        15930861                          -                      -
        15929111                          -                      -
        15897967                    15.0750                 5.5500                                    20071201
        15864014                    14.3750                 8.1250                                    20071101
        15721353                          -                      -
        15899112                          -                      -
        15878837                          -                      -
        15863852                          -                      -
        15737840                          -                      -
        15737787                          -                      -
        15721099                          -                      -
        15878930                    14.4500                 5.5500                                    20070401
        15828900                          -                      -
        15878727                          -                      -
        15899168                    13.9900                 5.8750                                    20071201
        15897533                          -                      -
        15863853                          -                      -
        15721266                          -                      -
        15738690                          -                      -
        15878730                          -                      -
        15933190                          -                      -
        15897943                          -                      -
        15863938                          -                      -
        15948209                          -                      -
        15721437                          -                      -
        15826770                    14.7500                 6.2500                                    20071101
        15826902                    16.1000                 6.7500                                    20070901
        15878732                          -                      -
        15719051                          -                      -
        15721328                          -                      -
        15899167                          -                      -
        15737752                          -                      -
        15899215                          -                      -
        15899220                          -                      -
        15878548                          -                      -
        15899208                          -                      -
        15897604                          -                      -
        15826912                    16.8500                 6.7500                                    20071001
        15899271                          -                      -
        15863912                          -                      -
        15827678                          -                      -
        15737719                          -                      -
        15878842                          -                      -
        15899254                          -                      -
        15897818                    14.6000                 5.9500                                    20071201
        15863847                          -                      -
        15737630                          -                      -
        15933187                          -                      -
        15737734                          -                      -
        15906325                          -                      -
        15863856                          -                      -
        15863893                          -                      -
        15897593                          -                      -
        15878650                          -                      -
        15652526                          -                      -
        15405883                          -                      -
        15878728                          -                      -
        15721131                          -                      -
        15897600                          -                      -
        15897574                          -                      -
        15899278                          -                      -
        15897383                          -                      -
        15948532                          -                      -
        15897554                          -                      -
        15902828                          -                      -
        15906314                          -                      -
        15785836                          -                      -
        15863951                          -                      -
        15827181                    16.2500                 6.7500                                    20080901
        15878609                          -                      -
        15716569                          -                      -
        15785807                          -                      -
        15721194                          -                      -
        15737870                          -                      -
        15785815                          -                      -
        15878731                          -                      -
        15897411                          -                      -
        15897426                          -                      -
        15863919                          -                      -
        15906305                          -                      -
        15878831                          -                      -
        15906538                          -                      -
        15869074                          -                      -
        15863854                          -                      -
        15863905                          -                      -
        15371079                          -                      -
        15897559                          -                      -
        15737648                          -                      -
        15721435                          -                      -
        15899175                          -                      -
        15737866                          -                      -
        15890304                          -                      -
        15781856                          -                      -
        15930877                          -                      -
        15826974                    15.9500                 6.7500                                    20081001
        15878724                          -                      -
        15878616                          -                      -
        15878547                          -                      -
        15721133                          -                      -
        15906403                          -                      -
        15878651                          -                      -
        15878652                          -                      -
        15878716                          -                      -
        15892630                          -                      -
        15906371                          -                      -
        15878836                          -                      -
        15878617                          -                      -
        15897417                          -                      -
        15897570                          -                      -
        15878542                          -                      -
        15878614                          -                      -
        15737613                          -                      -
        15721398                          -                      -
        15737628                          -                      -
        15897409                          -                      -
        15826205                          -                      -
        15906444                          -                      -
        15878829                          -                      -
        15929101                          -                      -
        15721155                          -                      -
        15785905                          -                      -
        15897618                          -                      -
        15785834                          -                      -
        15899121                          -                      -
        15897614                          -                      -
        15899225                          -                      -
        15906507                          -                      -
        15652551                          -                      -
        15863968                          -                      -
        15869091                          -                      -
        15878613                          -                      -
        15899149                          -                      -
        15737738                          -                      -
        15874758                          -                      -
        15530391                          -                      -
        15721337                          -                      -
        15878839                          -                      -
        15906383                          -                      -
        15897586                          -                      -
        15863883                          -                      -
        15721238                          -                      -
        15878610                          -                      -
        15654308                          -                      -
        15652558                          -                      -
        15785809                          -                      -
        15897421                          -                      -
        15878543                          -                      -
        15863904                          -                      -
        15721166                          -                      -
        15899144                          -                      -
        15785894                          -                      -
        15863868                          -                      -
        15370767                          -                      -
        15863924                          -                      -
        15863890                          -                      -
        15654313                          -                      -
        15933225                          -                      -
        15878840                          -                      -
        15878843                          -                      -
        15869062                          -                      -
        15785848                          -                      -
        15897425                          -                      -
        15721484                          -                      -
        15721210                          -                      -
        15721206                          -                      -
        15721078                          -                      -
        15721418                          -                      -
        15404374                          -                      -
        15506552                          -                      -
        15506367                          -                      -
        15820522                          -                      -
        15879429                          -                      -
        15785846                          -                      -
        15930866                          -                      -
        15955129                          -                      -
        15785915                          -                      -
        15371350                          -                      -
        15878833                          -                      -
        15878841                          -                      -
        15878619                          -                      -
        15878726                          -                      -
        15878540                          -                      -
        15863894                          -                      -
        15785890                          -                      -
        15899170                          -                      -
        15878554                          -                      -
        15906377                          -                      -
        15878827                          -                      -
        15902610                          -                      -
        15863851                          -                      -
        15878556                          -                      -
        15652543                          -                      -
        15878612                          -                      -
        15878615                          -                      -
        15405790                          -                      -
        15906260                          -                      -
        15878551                          -                      -
        15652502                          -                      -
        15906375                          -                      -
        15863878                          -                      -
        15863864                          -                      -



LOAN_SEQ                   PER_RATE_CAP                     LIEN
-------------------------------------------------------------------------------
        15934232                            1.0000          First Lien
        15897762                            1.0000          First Lien
        15934399                            1.0000          First Lien
        15934222                            1.0000          First Lien
        15934602                            1.0000          First Lien
        15721187                            1.0000          First Lien
        15934184                            1.0000          First Lien
        15934638                            1.0000          First Lien
        15934284                            1.0000          First Lien
        15721384                            1.0000          First Lien
        15934181                            1.0000          First Lien
        15906528                            1.0000          First Lien
        15914707                            1.0000          First Lien
        15934634                            1.0000          First Lien
        15721359                            1.0000          First Lien
        15906326                            1.0000          First Lien
        15934189                            1.0000          First Lien
        15906503                            1.0000          First Lien
        15737781                            1.0000          First Lien
        15880403                            1.0000          First Lien
        15934362                            1.0000          First Lien
        15934385                            1.0000          First Lien
        15906351                            1.0000          First Lien
        15906350                            1.0000          First Lien
        15934255                            1.0000          First Lien
        15714192                            1.0000          First Lien
        15897398                            1.5000          First Lien
        15721171                            1.0000          First Lien
        15897783                            1.0000          First Lien
        15737893                            1.0000          First Lien
        15906515                            1.0000          First Lien
        15721332                            1.0000          First Lien
        15934594                            1.0000          First Lien
        15721103                            1.0000          First Lien
        15721170                            1.0000          First Lien
        15934547                            1.0000          First Lien
        15906387                            1.0000          First Lien
        15785847                                 -          First Lien
        15721289                            1.0000          First Lien
        15906312                            1.0000          First Lien
        15878922                            1.0000          First Lien
        15906391                            1.0000          First Lien
        15714238                            1.0000          First Lien
        15934323                            1.0000          First Lien
        15714233                            1.0000          First Lien
        15927258                            1.0000          First Lien
        15829014                            1.0000          First Lien
        15878767                                 -          First Lien
        15721271                            1.0000          First Lien
        15652505                            1.0000          First Lien
        15721475                            1.0000          First Lien
        15721125                            1.0000          First Lien
        15721389                            1.0000          First Lien
        15721196                            1.0000          First Lien
        15934459                            1.0000          First Lien
        15721441                            1.0000          First Lien
        15934561                            1.0000          First Lien
        15934535                            1.0000          First Lien
        15714200                            1.0000          First Lien
        15906516                            1.0000          First Lien
        15906473                            1.0000          First Lien
        15879003                                 -          First Lien
        15906338                            1.0000          First Lien
        15721465                            1.0000          First Lien
        15737769                            1.0000          First Lien
        15930850                            1.0000          First Lien
        15721180                            1.0000          First Lien
        15934344                            1.0000          First Lien
        15721312                            1.0000          First Lien
        15929146                            1.0000          First Lien
        15928620                            1.0000          First Lien
        15899252                            1.0000          First Lien
        15899116                            1.0000          First Lien
        15929121                                 -          First Lien
        15934374                            1.0000          First Lien
        15934491                            1.0000          First Lien
        15878980                                 -          First Lien
        15906409                            1.0000          First Lien
        15879013                            1.0000          First Lien
        15934655                            1.0000          First Lien
        15934233                            1.0000          First Lien
        15878960                            1.0000          First Lien
        15929165                            1.0000          First Lien
        15906491                            1.0000          First Lien
        15906401                            1.0000          First Lien
        15781837                            1.5000          First Lien
        15654338                            1.0000          First Lien
        15878984                            1.0000          First Lien
        15780188                            1.0000          First Lien
        15721340                            1.0000          First Lien
        15914717                            1.0000          First Lien
        15934203                            1.0000          First Lien
        15934223                            1.0000          First Lien
        15878750                            1.0000          First Lien
        15781841                            1.5000          First Lien
        15934404                            1.0000          First Lien
        15878787                                 -          First Lien
        15721085                            1.0000          First Lien
        15906442                            1.0000          First Lien
        15719143                            1.0000          First Lien
        15721326                            1.0000          First Lien
        15934293                            1.0000          First Lien
        15721321                            1.0000          First Lien
        15906483                            1.0000          First Lien
        15906308                            1.0000          First Lien
        15929162                                 -          First Lien
        15934359                            1.0000          First Lien
        15721273                            1.0000          First Lien
        15934300                            1.0000          First Lien
        15878992                            1.0000          First Lien
        15934601                            1.0000          First Lien
        15897772                            1.0000          First Lien
        15929154                            1.0000          First Lien
        15934279                            1.0000          First Lien
        15930815                            1.0000          First Lien
        15721290                            1.0000          First Lien
        15721070                            1.0000          First Lien
        15930817                            1.0000          First Lien
        15934532                            1.0000          First Lien
        15906358                            1.0000          First Lien
        15878953                            1.0000          First Lien
        15906356                            1.0000          First Lien
        15934262                            1.0000          First Lien
        15930883                                 -          First Lien
        15897767                            1.0000          First Lien
        15906549                            1.0000          First Lien
        15721073                            1.0000          First Lien
        15721472                                 -          First Lien
        15737890                            1.0000          First Lien
        15826571                            1.0000          First Lien
        15780179                            1.0000          First Lien
        15889974                            1.0000          First Lien
        15906431                            1.0000          First Lien
        15906533                            1.0000          First Lien
        15906362                            1.0000          First Lien
        15721386                            1.0000          First Lien
        15929149                                 -          First Lien
        15934204                            1.0000          First Lien
        15934391                            1.0000          First Lien
        15929128                            1.5000          First Lien
        15934432                            1.0000          First Lien
        15737642                            1.0000          First Lien
        15827098                            1.0000          First Lien
        15878701                            1.0000          First Lien
        15721285                            1.0000          First Lien
        15878562                            1.0000          First Lien
        15863975                            1.0000          First Lien
        15737732                            1.0000          First Lien
        15934475                            1.0000          First Lien
        15906458                            1.0000          First Lien
        15721147                            1.0000          First Lien
        15864022                            1.0000          First Lien
        15785876                            1.0000          First Lien
        15863974                            1.0000          First Lien
        15878673                            1.0000          First Lien
        15906301                                 -          First Lien
        15906438                            1.0000          First Lien
        15721200                            1.0000          First Lien
        15652544                            1.0000          First Lien
        15780163                            1.0000          First Lien
        15906505                            1.0000          First Lien
        15879798                            1.0000          First Lien
        15934641                            1.0000          First Lien
        15897896                                 -          First Lien
        15934599                            1.0000          First Lien
        15930853                            1.0000          First Lien
        15721220                            1.0000          First Lien
        15878988                                 -          First Lien
        15737790                            1.0000          First Lien
        15878531                            1.0000          First Lien
        15930847                            1.0000          First Lien
        15929090                            1.0000          First Lien
        15878983                            1.0000          First Lien
        15930824                            1.0000          First Lien
        15934617                            1.0000          First Lien
        15878977                            1.0000          First Lien
        15721324                            1.0000          First Lien
        15906534                            1.0000          First Lien
        15934402                            1.0000          First Lien
        15906428                            1.0000          First Lien
        15737641                            1.0000          First Lien
        15906398                            1.0000          First Lien
        15930819                            1.0000          First Lien
        15899172                            1.0000          First Lien
        15721453                            1.0000          First Lien
        15878798                            1.0000          First Lien
        15934250                            1.0000          First Lien
        15934554                            1.0000          First Lien
        15934196                            1.0000          First Lien
        15785830                                 -          First Lien
        15934639                            1.0000          First Lien
        15929095                            1.0000          First Lien
        15737811                            1.0000          First Lien
        15721445                            1.0000          First Lien
        15827003                            1.0000          First Lien
        15714230                            1.0000          First Lien
        15934529                            1.0000          First Lien
        15934224                            1.0000          First Lien
        15897427                            1.5000          First Lien
        15878778                            1.0000          First Lien
        15737854                            1.0000          First Lien
        15914709                            1.0000          First Lien
        15906552                            1.0000          First Lien
        15929169                            1.0000          First Lien
        15906465                            1.0000          First Lien
        15906419                            1.0000          First Lien
        15906396                            1.0000          First Lien
        15863967                            1.0000          First Lien
        15934428                            1.0000          First Lien
        15934648                            1.0000          First Lien
        15934556                            1.0000          First Lien
        15934198                            1.0000          First Lien
        15878802                            1.0000          First Lien
        15878753                            1.0000          First Lien
        15878694                                 -          First Lien
        15878667                            1.0000          First Lien
        15879000                            1.0000          First Lien
        15897952                            1.0000          First Lien
        15897348                                 -          First Lien
        15897838                            1.0000          First Lien
        15878705                                 -          First Lien
        15934598                            1.0000          First Lien
        15906456                            1.0000          First Lien
        15906306                            1.0000          First Lien
        15780162                            1.0000          First Lien
        15878981                                 -          First Lien
        15737771                            1.0000          First Lien
        15721066                            1.0000          First Lien
        15929116                                 -          First Lien
        15863907                            1.0000          First Lien
        15927252                            1.0000          First Lien
        15914708                            1.0000          First Lien
        15934310                            1.0000          First Lien
        15827941                            1.0000          First Lien
        15906309                            1.0000          First Lien
        15934603                            1.0000          First Lien
        15934506                            1.0000          First Lien
        15766903                            1.0000          First Lien
        15863873                            1.0000          First Lien
        15719119                            1.0000          First Lien
        15714231                            1.0000          First Lien
        15906328                            1.0000          First Lien
        15934604                            1.0000          First Lien
        15897407                            1.5000          First Lien
        15878597                            1.0000          First Lien
        15934327                            1.0000          First Lien
        15721309                            1.0000          First Lien
        15932760                            1.0000          First Lien
        15828444                                 -          First Lien
        15934197                            1.0000          First Lien
        15906300                            1.0000          First Lien
        15927248                            1.0000          First Lien
        15934438                            1.0000          First Lien
        15654350                            1.0000          First Lien
        15879014                            1.0000          First Lien
        15934563                            1.0000          First Lien
        15878820                                 -          First Lien
        15934417                            1.0000          First Lien
        15906518                            1.0000          First Lien
        15934509                            1.0000          First Lien
        15827187                            1.0000          First Lien
        15737603                            1.0000          First Lien
        15714206                            1.0000          First Lien
        15737798                            1.0000          First Lien
        15929108                            1.0000          First Lien
        15934650                            1.0000          First Lien
        15719116                            1.0000          First Lien
        15934195                            1.0000          First Lien
        15934415                            1.0000          First Lien
        15906449                            1.0000          First Lien
        15897835                            1.0000          First Lien
        15737751                            1.0000          First Lien
        15929156                                 -          First Lien
        15863949                            1.0000          First Lien
        15721402                            1.0000          First Lien
        15934379                            1.0000          First Lien
        15899180                            1.0000          First Lien
        15737677                            1.0000          First Lien
        15934311                            1.0000          First Lien
        15780183                            1.0000          First Lien
        15721339                            1.0000          First Lien
        15879005                            1.0000          First Lien
        15929170                            1.0000          First Lien
        15721164                            1.0000          First Lien
        15878563                            1.0000          First Lien
        15927257                            1.0000          First Lien
        15934303                            1.0000          First Lien
        15934552                            1.0000          First Lien
        15929088                            1.0000          First Lien
        15737739                            1.0000          First Lien
        15721219                            1.0000          First Lien
        15863858                            1.0000          First Lien
        15863945                            1.0000          First Lien
        15929176                            1.0000          First Lien
        15878740                            1.0000          First Lien
        15906545                            1.0000          First Lien
        15929143                            1.0000          First Lien
        15934592                            1.0000          First Lien
        15828256                            1.0000          First Lien
        15878572                            1.0000          First Lien
        15906380                            1.0000          First Lien
        15721460                            1.0000          First Lien
        15930849                            1.0000          First Lien
        15934660                            1.0000          First Lien
        15934336                            1.0000          First Lien
        15899239                            1.0000          First Lien
        15878500                            1.0000          First Lien
        15737851                            1.0000          First Lien
        15897756                            1.0000          First Lien
        15929145                            1.0000          First Lien
        15934663                            1.0000          First Lien
        15906405                            1.0000          First Lien
        15906367                            1.0000          First Lien
        15906378                            1.0000          First Lien
        15934252                            1.0000          First Lien
        15934426                            1.0000          First Lien
        15829092                                 -          First Lien
        15934209                            1.0000          First Lien
        15878624                            1.0000          First Lien
        15737640                            1.0000          First Lien
        15934356                            1.0000          First Lien
        15737711                            1.0000          First Lien
        15930870                            1.0000          First Lien
        15906466                            1.0000          First Lien
        15906433                            1.0000          First Lien
        15828899                                 -          First Lien
        15906542                            1.0000          First Lien
        15934193                            1.0000          First Lien
        15906499                            1.0000          First Lien
        15879004                            1.0000          First Lien
        15721163                            1.0000          First Lien
        15934199                            1.0000          First Lien
        15906446                            1.0000          First Lien
        15719161                            1.0000          First Lien
        15899188                            1.0000          First Lien
        15878695                            1.0000          First Lien
        15906554                            1.0000          First Lien
        15737660                            1.0000          First Lien
        15737865                            1.0000          First Lien
        15929171                            1.0000          First Lien
        15931552                            1.0000          First Lien
        15897792                            1.0000          First Lien
        15719155                            1.0000          First Lien
        15934424                            1.0000          First Lien
        15927218                                 -          First Lien
        15827746                                 -          First Lien
        15928463                            1.0000          First Lien
        15721280                            1.0000          First Lien
        15719130                            1.0000          First Lien
        15929113                            1.0000          First Lien
        15878982                                 -          First Lien
        15878964                                 -          First Lien
        15878985                            1.0000          First Lien
        15780189                            1.0000          First Lien
        15721294                            1.0000          First Lien
        15828067                            1.0000          First Lien
        15878749                            1.0000          First Lien
        15897337                            1.0000          First Lien
        15721390                            1.0000          First Lien
        15934251                            1.0000          First Lien
        15934626                            1.0000          First Lien
        15906555                            1.0000          First Lien
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        15827487                                 -          First Lien
        15828054                            1.0000          First Lien
        15826625                            1.0000          First Lien
        15828255                                 -          First Lien
        15828120                            1.0000          First Lien
        15827927                            1.0000          First Lien
        15827475                                 -          First Lien
        15828122                                 -          First Lien
        15828367                                 -          First Lien
        15827075                                 -          First Lien
        15828755                                 -          First Lien
        15828460                                 -          First Lien
        15828905                                 -          First Lien
        15828375                                 -          First Lien
        15828749                            1.0000          First Lien
        15827641                            1.0000          First Lien
        15828840                                 -          First Lien
        15827948                                 -          First Lien
        15827613                            1.0000          First Lien
        15827461                            1.0000          First Lien
        15828240                            1.0000          First Lien
        15828425                            1.0000          First Lien
        15827321                            1.0000          First Lien
        15827990                                 -          First Lien
        15829049                                 -          First Lien
        15828155                            1.0000          First Lien
        15828396                                 -          First Lien
        15827634                                 -          First Lien
        15828955                                 -          First Lien
        15828171                            1.0000          First Lien
        15828633                            1.0000          First Lien
        15827807                                 -          First Lien
        15829125                            1.0000          First Lien
        15826718                                 -          First Lien
        15828560                                 -          First Lien
        15828644                                 -          First Lien
        15827851                                 -          First Lien
        15827550                                 -          First Lien
        15827505                                 -          First Lien
        15828426                                 -          First Lien
        15828471                            1.0000          First Lien
        15827786                                 -          First Lien
        15828776                                 -          First Lien
        15828136                            1.0000          First Lien
        15827045                                 -          First Lien
        15828621                            1.0000          First Lien
        15827158                                 -          First Lien
        15828398                                 -          First Lien
        15828191                                 -          First Lien
        15828785                            1.0000          First Lien
        15828655                                 -          First Lien
        15827528                            1.0000          First Lien
        15827866                            1.0000          First Lien
        15828500                            1.0000          First Lien
        15828008                            1.0000          First Lien
        15826691                            1.0000          First Lien
        15828267                            1.0000          First Lien
        15826595                                 -          First Lien
        15827606                                 -          First Lien
        15827166                                 -          First Lien
        15827559                                 -          First Lien
        15829112                                 -          First Lien
        15828660                                 -          First Lien
        15828458                            1.0000          First Lien
        15828938                                 -          First Lien
        15827248                                 -          First Lien
        15826833                                 -          First Lien
        15827350                            1.0000          First Lien
        15827359                                 -          First Lien
        15828349                                 -          First Lien
        15827933                            1.0000          First Lien
        15828259                                 -          First Lien
        15827061                                 -          First Lien
        15828394                            1.0000          First Lien
        15827558                            1.0000          First Lien
        15826638                            1.0000          First Lien
        15827544                                 -          First Lien
        15827485                                 -          First Lien
        15828438                            1.0000          First Lien
        15827174                            1.0000          First Lien
        15826799                            1.0000          First Lien
        15827327                            1.0000          First Lien
        15828244                            1.0000          First Lien
        15827955                                 -          First Lien
        15828252                            1.0000          First Lien
        15827661                                 -          First Lien
        15827441                            1.0000          First Lien
        15827074                                 -          First Lien
        15827038                                 -          First Lien
        15826946                            1.0000          First Lien
        15863966                            1.0000          First Lien
        15827315                                 -          First Lien
        15826852                                 -          First Lien
        15826709                                 -          First Lien
        15826749                                 -          First Lien
        15826741                                 -          First Lien
        15827121                                 -          First Lien
        15828052                                 -          First Lien
        15828336                                 -          First Lien
        15828046                            1.0000          First Lien
        15899117                                 -          Second Lien
        15930832                                 -          Second Lien
        15826875                                 -          First Lien
        15826812                                 -          First Lien
        15827648                                 -          First Lien
        15827428                                 -          First Lien
        15828022                                 -          First Lien
        15828295                            1.0000          First Lien
        15827961                                 -          First Lien
        15828671                                 -          First Lien
        15828538                                 -          First Lien
        15828354                                 -          First Lien
        15828783                                 -          First Lien
        15828891                                 -          First Lien
        15828100                                 -          First Lien
        15826823                                 -          First Lien
        15829020                                 -          First Lien
        15826983                                 -          First Lien
        15899236                                 -          Second Lien
        15827340                                 -          First Lien
        15828521                            1.0000          First Lien
        15828371                                 -          First Lien
        15827328                                 -          First Lien
        15828547                            1.0000          First Lien
        15827888                                 -          First Lien
        15826841                                 -          First Lien
        15737894                            1.0000          First Lien
        15827732                                 -          First Lien
        15828576                                 -          First Lien
        15827742                            1.0000          First Lien
        15897548                                 -          Second Lien
        15878653                                 -          Second Lien
        15863874                                 -          Second Lien
        15878834                                 -          Second Lien
        15826674                            1.0000          First Lien
        15737749                            1.0000          First Lien
        15927229                                 -          Second Lien
        15899154                                 -          Second Lien
        15897843                            1.0000          First Lien
        15737620                                 -          Second Lien
        15721348                            1.0000          First Lien
        15654326                                 -          Second Lien
        15721117                                 -          Second Lien
        15721439                            1.0000          First Lien
        15897930                            1.0000          First Lien
        15309275                            1.0000          First Lien
        15878654                                 -          Second Lien
        15906340                                 -          Second Lien
        15721415                                 -          Second Lien
        15897957                            1.0000          First Lien
        15721358                            1.0000          First Lien
        15828213                            1.0000          First Lien
        15719135                                 -          Second Lien
        15721308                            1.0000          First Lien
        15781851                                 -          Second Lien
        15826954                                 -          First Lien
        15897812                                 -          First Lien
        15902910                                 -          Second Lien
        15721364                                 -          Second Lien
        15781865                                 -          First Lien
        15899269                                 -          Second Lien
        15906468                                 -          Second Lien
        15863913                                 -          Second Lien
        15897413                                 -          Second Lien
        15897765                                 -          First Lien
        15721406                            1.0000          First Lien
        15826807                            1.0000          First Lien
        15721471                            1.0000          First Lien
        15721458                            1.0000          First Lien
        15721305                            1.0000          First Lien
        15721197                                 -          Second Lien
        15828549                                 -          First Lien
        15721061                                 -          First Lien
        15899183                            1.0000          First Lien
        15721279                                 -          Second Lien
        15719163                                 -          Second Lien
        15929168                                 -          Second Lien
        15721132                            1.0000          First Lien
        15864001                            1.0000          First Lien
        15863973                            1.0000          First Lien
        15721142                                 -          Second Lien
        15897855                            1.0000          First Lien
        15878608                                 -          Second Lien
        15863880                                 -          Second Lien
        15400847                            1.0000          First Lien
        15927256                                 -          Second Lien
        15899270                                 -          Second Lien
        15878717                                 -          Second Lien
        15897419                                 -          Second Lien
        15906462                                 -          Second Lien
        15721455                                 -          Second Lien
        15737689                            1.0000          First Lien
        15737784                                 -          Second Lien
        15897430                                 -          Second Lien
        15927244                                 -          Second Lien
        15721258                            1.0000          First Lien
        15864000                            1.0000          First Lien
        15863926                                 -          Second Lien
        15721264                                 -          Second Lien
        15897819                            1.0000          First Lien
        15721295                                 -          First Lien
        15737714                                 -          Second Lien
        15826576                                 -          First Lien
        15897531                                 -          Second Lien
        15930861                                 -          Second Lien
        15929111                                 -          Second Lien
        15897967                            1.0000          First Lien
        15864014                            1.0000          First Lien
        15721353                                 -          Second Lien
        15899112                                 -          Second Lien
        15878837                                 -          Second Lien
        15863852                                 -          Second Lien
        15737840                                 -          Second Lien
        15737787                                 -          Second Lien
        15721099                                 -          Second Lien
        15878930                            1.0000          First Lien
        15828900                                 -          First Lien
        15878727                                 -          Second Lien
        15899168                            1.0000          First Lien
        15897533                                 -          Second Lien
        15863853                                 -          Second Lien
        15721266                                 -          Second Lien
        15738690                                 -          Second Lien
        15878730                                 -          Second Lien
        15933190                                 -          Second Lien
        15897943                                 -          First Lien
        15863938                                 -          Second Lien
        15948209                                 -          Second Lien
        15721437                                 -          Second Lien
        15826770                            1.0000          First Lien
        15826902                            1.0000          First Lien
        15878732                                 -          Second Lien
        15719051                                 -          Second Lien
        15721328                                 -          Second Lien
        15899167                                 -          Second Lien
        15737752                                 -          Second Lien
        15899215                                 -          Second Lien
        15899220                                 -          Second Lien
        15878548                                 -          Second Lien
        15899208                                 -          Second Lien
        15897604                                 -          Second Lien
        15826912                            1.0000          First Lien
        15899271                                 -          Second Lien
        15863912                                 -          Second Lien
        15827678                                 -          First Lien
        15737719                                 -          Second Lien
        15878842                                 -          Second Lien
        15899254                                 -          Second Lien
        15897818                            1.0000          First Lien
        15863847                                 -          Second Lien
        15737630                                 -          Second Lien
        15933187                                 -          Second Lien
        15737734                                 -          Second Lien
        15906325                                 -          Second Lien
        15863856                                 -          Second Lien
        15863893                                 -          Second Lien
        15897593                                 -          Second Lien
        15878650                                 -          Second Lien
        15652526                                 -          Second Lien
        15405883                                 -          Second Lien
        15878728                                 -          Second Lien
        15721131                                 -          Second Lien
        15897600                                 -          Second Lien
        15897574                                 -          Second Lien
        15899278                                 -          Second Lien
        15897383                                 -          Second Lien
        15948532                                 -          Second Lien
        15897554                                 -          Second Lien
        15902828                                 -          Second Lien
        15906314                                 -          Second Lien
        15785836                                 -          Second Lien
        15863951                                 -          Second Lien
        15827181                            1.0000          First Lien
        15878609                                 -          Second Lien
        15716569                                 -          Second Lien
        15785807                                 -          Second Lien
        15721194                                 -          Second Lien
        15737870                                 -          Second Lien
        15785815                                 -          Second Lien
        15878731                                 -          Second Lien
        15897411                                 -          Second Lien
        15897426                                 -          Second Lien
        15863919                                 -          Second Lien
        15906305                                 -          Second Lien
        15878831                                 -          Second Lien
        15906538                                 -          Second Lien
        15869074                                 -          Second Lien
        15863854                                 -          Second Lien
        15863905                                 -          Second Lien
        15371079                                 -          Second Lien
        15897559                                 -          Second Lien
        15737648                                 -          Second Lien
        15721435                                 -          Second Lien
        15899175                                 -          Second Lien
        15737866                                 -          Second Lien
        15890304                                 -          Second Lien
        15781856                                 -          Second Lien
        15930877                                 -          Second Lien
        15826974                            1.0000          First Lien
        15878724                                 -          Second Lien
        15878616                                 -          Second Lien
        15878547                                 -          Second Lien
        15721133                                 -          Second Lien
        15906403                                 -          Second Lien
        15878651                                 -          Second Lien
        15878652                                 -          Second Lien
        15878716                                 -          Second Lien
        15892630                                 -          Second Lien
        15906371                                 -          Second Lien
        15878836                                 -          Second Lien
        15878617                                 -          Second Lien
        15897417                                 -          Second Lien
        15897570                                 -          Second Lien
        15878542                                 -          Second Lien
        15878614                                 -          Second Lien
        15737613                                 -          Second Lien
        15721398                                 -          Second Lien
        15737628                                 -          Second Lien
        15897409                                 -          Second Lien
        15826205                                 -          Second Lien
        15906444                                 -          Second Lien
        15878829                                 -          Second Lien
        15929101                                 -          Second Lien
        15721155                                 -          Second Lien
        15785905                                 -          Second Lien
        15897618                                 -          Second Lien
        15785834                                 -          Second Lien
        15899121                                 -          Second Lien
        15897614                                 -          Second Lien
        15899225                                 -          Second Lien
        15906507                                 -          Second Lien
        15652551                                 -          Second Lien
        15863968                                 -          Second Lien
        15869091                                 -          Second Lien
        15878613                                 -          Second Lien
        15899149                                 -          Second Lien
        15737738                                 -          Second Lien
        15874758                                 -          Second Lien
        15530391                                 -          Second Lien
        15721337                                 -          Second Lien
        15878839                                 -          Second Lien
        15906383                                 -          Second Lien
        15897586                                 -          Second Lien
        15863883                                 -          Second Lien
        15721238                                 -          Second Lien
        15878610                                 -          Second Lien
        15654308                                 -          Second Lien
        15652558                                 -          Second Lien
        15785809                                 -          Second Lien
        15897421                                 -          Second Lien
        15878543                                 -          Second Lien
        15863904                                 -          Second Lien
        15721166                                 -          Second Lien
        15899144                                 -          Second Lien
        15785894                                 -          Second Lien
        15863868                                 -          Second Lien
        15370767                                 -          Second Lien
        15863924                                 -          Second Lien
        15863890                                 -          Second Lien
        15654313                                 -          Second Lien
        15933225                                 -          Second Lien
        15878840                                 -          Second Lien
        15878843                                 -          Second Lien
        15869062                                 -          Second Lien
        15785848                                 -          Second Lien
        15897425                                 -          Second Lien
        15721484                                 -          Second Lien
        15721210                                 -          Second Lien
        15721206                                 -          Second Lien
        15721078                                 -          Second Lien
        15721418                                 -          Second Lien
        15404374                                 -          Second Lien
        15506552                                 -          Second Lien
        15506367                                 -          Second Lien
        15820522                                 -          Second Lien
        15879429                                 -          Second Lien
        15785846                                 -          Second Lien
        15930866                                 -          Second Lien
        15955129                                 -          Second Lien
        15785915                                 -          Second Lien
        15371350                                 -          Second Lien
        15878833                                 -          Second Lien
        15878841                                 -          Second Lien
        15878619                                 -          Second Lien
        15878726                                 -          Second Lien
        15878540                                 -          Second Lien
        15863894                                 -          Second Lien
        15785890                                 -          Second Lien
        15899170                                 -          Second Lien
        15878554                                 -          Second Lien
        15906377                                 -          Second Lien
        15878827                                 -          Second Lien
        15902610                                 -          Second Lien
        15863851                                 -          Second Lien
        15878556                                 -          Second Lien
        15652543                                 -          Second Lien
        15878612                                 -          Second Lien
        15878615                                 -          Second Lien
        15405790                                 -          Second Lien
        15906260                                 -          Second Lien
        15878551                                 -          Second Lien
        15652502                                 -          Second Lien
        15906375                                 -          Second Lien
        15863878                                 -          Second Lien
        15863864                                 -          Second Lien



LOAN_SEQ                  PREPAY                PORTFOLIO
--------------------------------------------------------------------------
        15934232          No                    EMC
        15897762          Yes                   EMC
        15934399          Yes                   EMC
        15934222          No                    EMC
        15934602          Yes                   EMC
        15721187          Yes                   MASTER FUNDING
        15934184          Yes                   EMC
        15934638          No                    EMC
        15934284          Yes                   EMC
        15721384          No                    EMC
        15934181          Yes                   EMC
        15906528          Yes                   MASTER FUNDING
        15914707          Yes                   EMC
        15934634          Yes                   EMC
        15721359          Yes                   EMC
        15906326          Yes                   EMC
        15934189          No                    EMC
        15906503          Yes                   EMC
        15737781          Yes                   MASTER FUNDING
        15880403          No                    EMC
        15934362          Yes                   EMC
        15934385          Yes                   EMC
        15906351          Yes                   EMC
        15906350          Yes                   MASTER FUNDING
        15934255          Yes                   EMC
        15714192          Yes                   MASTER FUNDING
        15897398          No                    EMC
        15721171          No                    EMC
        15897783          Yes                   EMC
        15737893          Yes                   MASTER FUNDING
        15906515          Yes                   EMC
        15721332          Yes                   EMC
        15934594          Yes                   EMC
        15721103          No                    MASTER FUNDING
        15721170          Yes                   MASTER FUNDING
        15934547          No                    EMC
        15906387          Yes                   MASTER FUNDING
        15785847          No                    MASTER FUNDING
        15721289          Yes                   EMC
        15906312          Yes                   EMC
        15878922          No                    EMC
        15906391          Yes                   MASTER FUNDING
        15714238          Yes                   EMC
        15934323          Yes                   EMC
        15714233          Yes                   MASTER FUNDING
        15927258          Yes                   EMC
        15829014          Yes                   EMC
        15878767          Yes                   MASTER FUNDING
        15721271          Yes                   EMC
        15652505          No                    EMC
        15721475          No                    EMC
        15721125          Yes                   MASTER FUNDING
        15721389          Yes                   EMC
        15721196          Yes                   MASTER FUNDING
        15934459          Yes                   EMC
        15721441          Yes                   EMC
        15934561          No                    EMC
        15934535          Yes                   EMC
        15714200          Yes                   EMC
        15906516          Yes                   MASTER FUNDING
        15906473          Yes                   MASTER FUNDING
        15879003          Yes                   MASTER FUNDING
        15906338          Yes                   EMC
        15721465          Yes                   MASTER FUNDING
        15737769          Yes                   MASTER FUNDING
        15930850          No                    EMC
        15721180          Yes                   EMC
        15934344          No                    EMC
        15721312          Yes                   MASTER FUNDING
        15929146          Yes                   MASTER FUNDING
        15928620          No                    EMC
        15899252          Yes                   MASTER FUNDING
        15899116          No                    MASTER FUNDING
        15929121          Yes                   MASTER FUNDING
        15934374          Yes                   EMC
        15934491          Yes                   EMC
        15878980          Yes                   MASTER FUNDING
        15906409          Yes                   MASTER FUNDING
        15879013          Yes                   MASTER FUNDING
        15934655          Yes                   EMC
        15934233          Yes                   EMC
        15878960          Yes                   MASTER FUNDING
        15929165          Yes                   MASTER FUNDING
        15906491          Yes                   MASTER FUNDING
        15906401          Yes                   MASTER FUNDING
        15781837          No                    MASTER FUNDING
        15654338          Yes                   EMC
        15878984          Yes                   MASTER FUNDING
        15780188          No                    MASTER FUNDING
        15721340          No                    MASTER FUNDING
        15914717          No                    MASTER FUNDING
        15934203          Yes                   EMC
        15934223          Yes                   EMC
        15878750          Yes                   MASTER FUNDING
        15781841          No                    MASTER FUNDING
        15934404          Yes                   EMC
        15878787          Yes                   MASTER FUNDING
        15721085          No                    MASTER FUNDING
        15906442          Yes                   MASTER FUNDING
        15719143          No                    MASTER FUNDING
        15721326          Yes                   MASTER FUNDING
        15934293          Yes                   EMC
        15721321          Yes                   MASTER FUNDING
        15906483          Yes                   MASTER FUNDING
        15906308          No                    EMC
        15929162          Yes                   MASTER FUNDING
        15934359          Yes                   EMC
        15721273          Yes                   MASTER FUNDING
        15934300          Yes                   EMC
        15878992          Yes                   EMC
        15934601          Yes                   EMC
        15897772          Yes                   MASTER FUNDING
        15929154          Yes                   MASTER FUNDING
        15934279          Yes                   EMC
        15930815          Yes                   MASTER FUNDING
        15721290          No                    EMC
        15721070          No                    MASTER FUNDING
        15930817          Yes                   MASTER FUNDING
        15934532          No                    EMC
        15906358          Yes                   MASTER FUNDING
        15878953          No                    EMC
        15906356          Yes                   MASTER FUNDING
        15934262          Yes                   EMC
        15930883          Yes                   EMC
        15897767          No                    EMC
        15906549          Yes                   MASTER FUNDING
        15721073          Yes                   MASTER FUNDING
        15721472          Yes                   MASTER FUNDING
        15737890          Yes                   EMC
        15826571          Yes                   MASTER FUNDING
        15780179          Yes                   EMC
        15889974          Yes                   EMC
        15906431          Yes                   MASTER FUNDING
        15906533          Yes                   EMC
        15906362          Yes                   MASTER FUNDING
        15721386          Yes                   MASTER FUNDING
        15929149          Yes                   MASTER FUNDING
        15934204          No                    EMC
        15934391          Yes                   EMC
        15929128          Yes                   MASTER FUNDING
        15934432          No                    EMC
        15737642          Yes                   MASTER FUNDING
        15827098          No                    MASTER FUNDING
        15878701          Yes                   MASTER FUNDING
        15721285          No                    MASTER FUNDING
        15878562          Yes                   MASTER FUNDING
        15863975          Yes                   MASTER FUNDING
        15737732          Yes                   EMC
        15934475          Yes                   EMC
        15906458          Yes                   MASTER FUNDING
        15721147          Yes                   MASTER FUNDING
        15864022          Yes                   MASTER FUNDING
        15785876          Yes                   MASTER FUNDING
        15863974          Yes                   MASTER FUNDING
        15878673          No                    MASTER FUNDING
        15906301          Yes                   EMC
        15906438          Yes                   MASTER FUNDING
        15721200          Yes                   MASTER FUNDING
        15652544          No                    MASTER FUNDING
        15780163          Yes                   MASTER FUNDING
        15906505          Yes                   MASTER FUNDING
        15879798          No                    EMC
        15934641          Yes                   EMC
        15897896          No                    MASTER FUNDING
        15934599          No                    EMC
        15930853          Yes                   EMC
        15721220          Yes                   MASTER FUNDING
        15878988          Yes                   MASTER FUNDING
        15737790          No                    EMC
        15878531          Yes                   MASTER FUNDING
        15930847          Yes                   MASTER FUNDING
        15929090          Yes                   MASTER FUNDING
        15878983          Yes                   MASTER FUNDING
        15930824          No                    MASTER FUNDING
        15934617          Yes                   EMC
        15878977          Yes                   MASTER FUNDING
        15721324          Yes                   MASTER FUNDING
        15906534          Yes                   MASTER FUNDING
        15934402          No                    EMC
        15906428          Yes                   MASTER FUNDING
        15737641          No                    EMC
        15906398          Yes                   MASTER FUNDING
        15930819          Yes                   MASTER FUNDING
        15899172          Yes                   MASTER FUNDING
        15721453          Yes                   MASTER FUNDING
        15878798          Yes                   MASTER FUNDING
        15934250          No                    EMC
        15934554          No                    EMC
        15934196          Yes                   EMC
        15785830          Yes                   MASTER FUNDING
        15934639          Yes                   EMC
        15929095          Yes                   MASTER FUNDING
        15737811          Yes                   MASTER FUNDING
        15721445          Yes                   MASTER FUNDING
        15827003          Yes                   EMC
        15714230          Yes                   EMC
        15934529          Yes                   EMC
        15934224          No                    EMC
        15897427          Yes                   MASTER FUNDING
        15878778          Yes                   MASTER FUNDING
        15737854          No                    EMC
        15914709          No                    MASTER FUNDING
        15906552          Yes                   MASTER FUNDING
        15929169          Yes                   MASTER FUNDING
        15906465          Yes                   MASTER FUNDING
        15906419          Yes                   MASTER FUNDING
        15906396          Yes                   MASTER FUNDING
        15863967          Yes                   MASTER FUNDING
        15934428          Yes                   EMC
        15934648          Yes                   EMC
        15934556          Yes                   EMC
        15934198          Yes                   EMC
        15878802          Yes                   MASTER FUNDING
        15878753          No                    MASTER FUNDING
        15878694          Yes                   MASTER FUNDING
        15878667          Yes                   MASTER FUNDING
        15879000          Yes                   MASTER FUNDING
        15897952          Yes                   EMC
        15897348          Yes                   MASTER FUNDING
        15897838          Yes                   MASTER FUNDING
        15878705          Yes                   MASTER FUNDING
        15934598          Yes                   EMC
        15906456          Yes                   MASTER FUNDING
        15906306          Yes                   EMC
        15780162          No                    EMC
        15878981          Yes                   MASTER FUNDING
        15737771          Yes                   MASTER FUNDING
        15721066          Yes                   MASTER FUNDING
        15929116          Yes                   MASTER FUNDING
        15863907          Yes                   MASTER FUNDING
        15927252          Yes                   MASTER FUNDING
        15914708          No                    MASTER FUNDING
        15934310          Yes                   EMC
        15827941          Yes                   EMC
        15906309          Yes                   EMC
        15934603          Yes                   EMC
        15934506          Yes                   EMC
        15766903          Yes                   EMC
        15863873          Yes                   MASTER FUNDING
        15719119          No                    MASTER FUNDING
        15714231          Yes                   MASTER FUNDING
        15906328          Yes                   EMC
        15934604          Yes                   EMC
        15897407          Yes                   MASTER FUNDING
        15878597          Yes                   MASTER FUNDING
        15934327          Yes                   EMC
        15721309          Yes                   MASTER FUNDING
        15932760          Yes                   EMC
        15828444          Yes                   MASTER FUNDING
        15934197          Yes                   EMC
        15906300          Yes                   EMC
        15927248          Yes                   MASTER FUNDING
        15934438          Yes                   EMC
        15654350          Yes                   EMC
        15879014          Yes                   MASTER FUNDING
        15934563          Yes                   EMC
        15878820          Yes                   MASTER FUNDING
        15934417          Yes                   EMC
        15906518          Yes                   MASTER FUNDING
        15934509          Yes                   EMC
        15827187          Yes                   MASTER FUNDING
        15737603          Yes                   MASTER FUNDING
        15714206          Yes                   MASTER FUNDING
        15737798          Yes                   MASTER FUNDING
        15929108          Yes                   MASTER FUNDING
        15934650          No                    EMC
        15719116          Yes                   EMC
        15934195          Yes                   EMC
        15934415          No                    EMC
        15906449          Yes                   MASTER FUNDING
        15897835          Yes                   MASTER FUNDING
        15737751          Yes                   MASTER FUNDING
        15929156          Yes                   MASTER FUNDING
        15863949          Yes                   MASTER FUNDING
        15721402          Yes                   MASTER FUNDING
        15934379          Yes                   EMC
        15899180          Yes                   MASTER FUNDING
        15737677          No                    EMC
        15934311          Yes                   EMC
        15780183          No                    EMC
        15721339          Yes                   MASTER FUNDING
        15879005          Yes                   MASTER FUNDING
        15929170          Yes                   MASTER FUNDING
        15721164          Yes                   MASTER FUNDING
        15878563          No                    MASTER FUNDING
        15927257          Yes                   MASTER FUNDING
        15934303          No                    EMC
        15934552          No                    EMC
        15929088          Yes                   MASTER FUNDING
        15737739          Yes                   MASTER FUNDING
        15721219          No                    MASTER FUNDING
        15863858          Yes                   MASTER FUNDING
        15863945          No                    MASTER FUNDING
        15929176          Yes                   MASTER FUNDING
        15878740          Yes                   EMC
        15906545          Yes                   MASTER FUNDING
        15929143          Yes                   MASTER FUNDING
        15934592          Yes                   EMC
        15828256          Yes                   EMC
        15878572          Yes                   MASTER FUNDING
        15906380          Yes                   EMC
        15721460          No                    MASTER FUNDING
        15930849          Yes                   MASTER FUNDING
        15934660          Yes                   EMC
        15934336          Yes                   EMC
        15899239          Yes                   MASTER FUNDING
        15878500          Yes                   MASTER FUNDING
        15737851          Yes                   MASTER FUNDING
        15897756          Yes                   EMC
        15929145          Yes                   MASTER FUNDING
        15934663          Yes                   EMC
        15906405          Yes                   EMC
        15906367          Yes                   MASTER FUNDING
        15906378          Yes                   EMC
        15934252          No                    EMC
        15934426          Yes                   EMC
        15829092          Yes                   MASTER FUNDING
        15934209          Yes                   EMC
        15878624          No                    MASTER FUNDING
        15737640          No                    MASTER FUNDING
        15934356          Yes                   EMC
        15737711          Yes                   MASTER FUNDING
        15930870          Yes                   EMC
        15906466          Yes                   MASTER FUNDING
        15906433          Yes                   MASTER FUNDING
        15828899          No                    MASTER FUNDING
        15906542          Yes                   MASTER FUNDING
        15934193          No                    EMC
        15906499          Yes                   MASTER FUNDING
        15879004          Yes                   MASTER FUNDING
        15721163          Yes                   MASTER FUNDING
        15934199          Yes                   EMC
        15906446          Yes                   MASTER FUNDING
        15719161          No                    MASTER FUNDING
        15899188          Yes                   MASTER FUNDING
        15878695          Yes                   MASTER FUNDING
        15906554          Yes                   MASTER FUNDING
        15737660          Yes                   MASTER FUNDING
        15737865          No                    MASTER FUNDING
        15929171          Yes                   MASTER FUNDING
        15931552          Yes                   EMC
        15897792          No                    MASTER FUNDING
        15719155          No                    MASTER FUNDING
        15934424          No                    EMC
        15927218          Yes                   MASTER FUNDING
        15827746          Yes                   MASTER FUNDING
        15928463          Yes                   EMC
        15721280          Yes                   MASTER FUNDING
        15719130          No                    MASTER FUNDING
        15929113          Yes                   MASTER FUNDING
        15878982          Yes                   MASTER FUNDING
        15878964          Yes                   MASTER FUNDING
        15878985          Yes                   MASTER FUNDING
        15780189          Yes                   EMC
        15721294          No                    MASTER FUNDING
        15828067          Yes                   EMC
        15878749          Yes                   MASTER FUNDING
        15897337          Yes                   MASTER FUNDING
        15721390          Yes                   EMC
        15934251          Yes                   EMC
        15934626          Yes                   EMC
        15906555          Yes                   MASTER FUNDING
        15878739          No                    EMC
        15934403          Yes                   EMC
        15930845          Yes                   MASTER FUNDING
        15878929          No                    EMC
        15929106          Yes                   MASTER FUNDING
        15878626          No                    MASTER FUNDING
        15721302          Yes                   MASTER FUNDING
        15934437          No                    EMC
        15934605          Yes                   EMC
        15934525          Yes                   EMC
        15927211          Yes                   MASTER FUNDING
        15878811          Yes                   MASTER FUNDING
        15906457          Yes                   MASTER FUNDING
        15737901          Yes                   MASTER FUNDING
        15721069          Yes                   MASTER FUNDING
        15897385          Yes                   MASTER FUNDING
        15899179          Yes                   MASTER FUNDING
        15737855          Yes                   MASTER FUNDING
        15523893          No                    EMC
        15878970          Yes                   MASTER FUNDING
        15930852          Yes                   EMC
        15737815          No                    EMC
        15828387          Yes                   MASTER FUNDING
        15827183          Yes                   MASTER FUNDING
        15934493          No                    EMC
        15897841          No                    MASTER FUNDING
        15878645          Yes                   MASTER FUNDING
        15906415          Yes                   MASTER FUNDING
        15902853          Yes                   EMC
        15865187          Yes                   MASTER FUNDING
        15721153          Yes                   MASTER FUNDING
        15906526          Yes                   MASTER FUNDING
        15934623          Yes                   EMC
        15826949          Yes                   MASTER FUNDING
        15897886          No                    MASTER FUNDING
        15906435          Yes                   MASTER FUNDING
        15828216          Yes                   MASTER FUNDING
        15897331          Yes                   EMC
        15863850          Yes                   EMC
        15864030          Yes                   MASTER FUNDING
        15929163          Yes                   MASTER FUNDING
        15906475          Yes                   MASTER FUNDING
        15878567          Yes                   MASTER FUNDING
        15934441          Yes                   EMC
        15927225          Yes                   MASTER FUNDING
        15878676          Yes                   MASTER FUNDING
        15914719          No                    MASTER FUNDING
        15785858          No                    MASTER FUNDING
        15899185          Yes                   MASTER FUNDING
        15906551          Yes                   MASTER FUNDING
        15925052          Yes                   EMC
        15878591          Yes                   MASTER FUNDING
        15878708          Yes                   MASTER FUNDING
        15878660          Yes                   MASTER FUNDING
        15934309          Yes                   EMC
        15897863          No                    EMC
        15934384          Yes                   EMC
        15468295          No                    EMC
        15934621          Yes                   EMC
        15906540          No                    MASTER FUNDING
        15878692          Yes                   MASTER FUNDING
        15781845          No                    MASTER FUNDING
        15934472          No                    EMC
        15719146          No                    MASTER FUNDING
        15934513          Yes                   EMC
        15906422          Yes                   MASTER FUNDING
        15827312          Yes                   MASTER FUNDING
        15878496          Yes                   MASTER FUNDING
        15906497          Yes                   MASTER FUNDING
        15906348          Yes                   MASTER FUNDING
        15878578          Yes                   MASTER FUNDING
        15878475          Yes                   MASTER FUNDING
        15340672          No                    EMC
        15906337          Yes                   MASTER FUNDING
        15927213          Yes                   MASTER FUNDING
        15721311          Yes                   MASTER FUNDING
        15934581          Yes                   EMC
        15934507          Yes                   EMC
        15719145          No                    EMC
        15899178          No                    MASTER FUNDING
        15934207          Yes                   EMC
        15934435          Yes                   EMC
        15906389          Yes                   EMC
        15906541          Yes                   MASTER FUNDING
        15930816          Yes                   MASTER FUNDING
        15934401          Yes                   EMC
        15897768          No                    MASTER FUNDING
        15929158          Yes                   MASTER FUNDING
        15878990          Yes                   MASTER FUNDING
        15878594          Yes                   EMC
        15897949          Yes                   MASTER FUNDING
        15906382          Yes                   MASTER FUNDING
        15737814          Yes                   MASTER FUNDING
        15934322          No                    EMC
        15934527          Yes                   EMC
        15863863          No                    EMC
        15878686          Yes                   MASTER FUNDING
        15781866          Yes                   MASTER FUNDING
        15737801          Yes                   MASTER FUNDING
        15897799          No                    EMC
        15906452          Yes                   MASTER FUNDING
        15897970          Yes                   MASTER FUNDING
        15737874          Yes                   EMC
        15785898          Yes                   EMC
        15737882          No                    EMC
        15934418          No                    EMC
        15869096          Yes                   MASTER FUNDING
        15714239          Yes                   MASTER FUNDING
        15899120          Yes                   MASTER FUNDING
        15934582          Yes                   EMC
        15878772          Yes                   MASTER FUNDING
        15929138          Yes                   MASTER FUNDING
        15934345          Yes                   EMC
        15737848          Yes                   MASTER FUNDING
        15906418          Yes                   MASTER FUNDING
        15878633          Yes                   MASTER FUNDING
        15719120          No                    MASTER FUNDING
        15934241          Yes                   EMC
        15721249          Yes                   MASTER FUNDING
        15878677          Yes                   MASTER FUNDING
        15737657          No                    EMC
        15899247          Yes                   EMC
        15929092          Yes                   MASTER FUNDING
        15737760          Yes                   MASTER FUNDING
        15721355          Yes                   MASTER FUNDING
        15827897          Yes                   MASTER FUNDING
        15878993          Yes                   MASTER FUNDING
        15737788          Yes                   MASTER FUNDING
        15721412          Yes                   MASTER FUNDING
        15897979          No                    MASTER FUNDING
        15878668          Yes                   MASTER FUNDING
        15737721          No                    EMC
        15826798          Yes                   EMC
        15737670          Yes                   MASTER FUNDING
        15714251          Yes                   MASTER FUNDING
        15906437          Yes                   MASTER FUNDING
        15827916          Yes                   EMC
        15934375          Yes                   EMC
        15878765          Yes                   MASTER FUNDING
        15906512          Yes                   MASTER FUNDING
        15906530          Yes                   MASTER FUNDING
        15878780          No                    MASTER FUNDING
        15934591          Yes                   EMC
        15929099          Yes                   MASTER FUNDING
        15721370          No                    MASTER FUNDING
        15934202          No                    EMC
        15828099          Yes                   MASTER FUNDING
        15737702          Yes                   MASTER FUNDING
        15906441          Yes                   MASTER FUNDING
        15899222          Yes                   MASTER FUNDING
        15785800          Yes                   MASTER FUNDING
        15828385          Yes                   MASTER FUNDING
        15899248          Yes                   MASTER FUNDING
        15930858          Yes                   EMC
        15934443          No                    EMC
        15785851          No                    MASTER FUNDING
        15721064          No                    MASTER FUNDING
        15934217          Yes                   EMC
        15930875          Yes                   EMC
        15725791          No                    MASTER FUNDING
        15654329          No                    EMC
        15721213          Yes                   MASTER FUNDING
        15906341          Yes                   MASTER FUNDING
        15897822          No                    MASTER FUNDING
        15934524          Yes                   EMC
        15906521          Yes                   MASTER FUNDING
        15899275          Yes                   MASTER FUNDING
        15934256          No                    EMC
        15934237          No                    EMC
        15737736          No                    MASTER FUNDING
        15721112          Yes                   EMC
        15906417          Yes                   MASTER FUNDING
        15827091          Yes                   MASTER FUNDING
        15934295          Yes                   EMC
        15934230          No                    EMC
        15878969          Yes                   MASTER FUNDING
        15906342          Yes                   MASTER FUNDING
        15906406          Yes                   EMC
        15737742          No                    MASTER FUNDING
        15906436          Yes                   MASTER FUNDING
        15906361          Yes                   MASTER FUNDING
        15897875          Yes                   MASTER FUNDING
        15878709          Yes                   MASTER FUNDING
        15878700          Yes                   MASTER FUNDING
        15721224          No                    EMC
        15781846          No                    EMC
        15826669          Yes                   MASTER FUNDING
        15785805          Yes                   MASTER FUNDING
        15934637          No                    EMC
        15878803          Yes                   MASTER FUNDING
        15878470          No                    MASTER FUNDING
        15897280          Yes                   EMC
        15878956          Yes                   MASTER FUNDING
        15942904          Yes                   EMC
        15878604          Yes                   MASTER FUNDING
        15878584          Yes                   MASTER FUNDING
        15906482          Yes                   MASTER FUNDING
        15906432          Yes                   MASTER FUNDING
        15934298          Yes                   EMC
        15929157          Yes                   MASTER FUNDING
        15878587          Yes                   MASTER FUNDING
        15934325          Yes                   EMC
        15934213          Yes                   EMC
        15934187          No                    EMC
        15827730          Yes                   EMC
        15934326          Yes                   EMC
        15906394          Yes                   MASTER FUNDING
        15934228          No                    EMC
        15934635          Yes                   EMC
        15934307          Yes                   EMC
        15929102          Yes                   MASTER FUNDING
        15934440          No                    EMC
        15781848          Yes                   MASTER FUNDING
        15737756          Yes                   MASTER FUNDING
        15785885          Yes                   MASTER FUNDING
        15878691          Yes                   MASTER FUNDING
        15737746          Yes                   EMC
        15929133          Yes                   MASTER FUNDING
        15781839          No                    MASTER FUNDING
        15878672          Yes                   MASTER FUNDING
        15934259          Yes                   EMC
        15737887          Yes                   MASTER FUNDING
        15934393          Yes                   EMC
        15934240          Yes                   EMC
        15780167          Yes                   EMC
        15934331          No                    EMC
        15906539          Yes                   MASTER FUNDING
        15906320          Yes                   MASTER FUNDING
        15737637          Yes                   EMC
        15737691          Yes                   MASTER FUNDING
        15934351          Yes                   EMC
        15899242          Yes                   MASTER FUNDING
        15780178          No                    EMC
        15934504          Yes                   EMC
        15934542          Yes                   EMC
        15906476          Yes                   MASTER FUNDING
        15930820          Yes                   MASTER FUNDING
        15863983          No                    MASTER FUNDING
        15878806          No                    MASTER FUNDING
        15737664          Yes                   MASTER FUNDING
        15878602          Yes                   MASTER FUNDING
        15929174          Yes                   MASTER FUNDING
        15934658          No                    EMC
        15898030          No                    MASTER FUNDING
        15878813          Yes                   MASTER FUNDING
        15906407          Yes                   MASTER FUNDING
        15934257          Yes                   EMC
        15934590          Yes                   EMC
        15878661          Yes                   MASTER FUNDING
        15892584          Yes                   EMC
        15865130          Yes                   MASTER FUNDING
        15721303          Yes                   MASTER FUNDING
        15654348          No                    EMC
        15737830          Yes                   EMC
        15654346          Yes                   EMC
        15906470          Yes                   MASTER FUNDING
        15737673          Yes                   MASTER FUNDING
        15928548          Yes                   EMC
        15906393          Yes                   MASTER FUNDING
        15934664          Yes                   EMC
        15897763          Yes                   MASTER FUNDING
        15826826          Yes                   EMC
        15927214          Yes                   MASTER FUNDING
        15906439          Yes                   MASTER FUNDING
        15934299          Yes                   EMC
        15897832          Yes                   MASTER FUNDING
        15897861          Yes                   MASTER FUNDING
        15906408          Yes                   EMC
        15934246          Yes                   EMC
        15906421          Yes                   MASTER FUNDING
        15737717          No                    MASTER FUNDING
        15897926          Yes                   EMC
        15934210          No                    EMC
        15863872          Yes                   MASTER FUNDING
        15878733          Yes                   MASTER FUNDING
        15878815          Yes                   MASTER FUNDING
        15865177          Yes                   MASTER FUNDING
        15930834          Yes                   MASTER FUNDING
        15934553          Yes                   EMC
        15934247          Yes                   EMC
        15934562          No                    EMC
        15719141          Yes                   EMC
        15930838          Yes                   MASTER FUNDING
        15930840          Yes                   EMC
        15906303          Yes                   EMC
        15878809          Yes                   MASTER FUNDING
        15721086          Yes                   MASTER FUNDING
        15934216          No                    EMC
        15929094          Yes                   MASTER FUNDING
        15906472          Yes                   MASTER FUNDING
        15934473          No                    EMC
        15906425          Yes                   MASTER FUNDING
        15878466          No                    MASTER FUNDING
        15934289          No                    EMC
        15934619          Yes                   EMC
        15737737          Yes                   MASTER FUNDING
        15737716          Yes                   EMC
        15934631          Yes                   EMC
        15930821          No                    MASTER FUNDING
        15878598          Yes                   MASTER FUNDING
        15878488          Yes                   MASTER FUNDING
        15899141          Yes                   MASTER FUNDING
        15878678          Yes                   MASTER FUNDING
        15906429          Yes                   MASTER FUNDING
        15934580          Yes                   EMC
        15737651          Yes                   MASTER FUNDING
        15632677          No                    EMC
        15721438          Yes                   MASTER FUNDING
        15906400          Yes                   MASTER FUNDING
        15934286          Yes                   EMC
        15929105          Yes                   MASTER FUNDING
        15906355          Yes                   EMC
        15934495          No                    EMC
        15878961          Yes                   MASTER FUNDING
        15914718          No                    MASTER FUNDING
        15737616          Yes                   MASTER FUNDING
        15956945          Yes                   EMC
        15737681          No                    EMC
        15878816          Yes                   MASTER FUNDING
        15721296          Yes                   MASTER FUNDING
        15826566          Yes                   EMC
        15826628          Yes                   MASTER FUNDING
        15719114          No                    MASTER FUNDING
        15927219          Yes                   MASTER FUNDING
        15714252          Yes                   MASTER FUNDING
        15906427          Yes                   MASTER FUNDING
        15934476          Yes                   EMC
        15934644          Yes                   EMC
        15906548          Yes                   MASTER FUNDING
        15914726          No                    MASTER FUNDING
        15737725          Yes                   MASTER FUNDING
        15934642          No                    EMC
        15897378          Yes                   MASTER FUNDING
        15878625          Yes                   MASTER FUNDING
        15929127          Yes                   EMC
        15828729          No                    EMC
        15865167          No                    MASTER FUNDING
        15934531          No                    EMC
        15927250          Yes                   MASTER FUNDING
        15934461          No                    EMC
        15934611          Yes                   EMC
        15934388          No                    EMC
        15789014          Yes                   EMC
        15719034          No                    MASTER FUNDING
        15785813          No                    MASTER FUNDING
        15714208          Yes                   MASTER FUNDING
        15737805          No                    MASTER FUNDING
        15714244          Yes                   MASTER FUNDING
        15785812          Yes                   MASTER FUNDING
        15652522          Yes                   EMC
        15878659          Yes                   MASTER FUNDING
        15914697          No                    EMC
        15934363          Yes                   EMC
        15721459          Yes                   MASTER FUNDING
        15714223          Yes                   MASTER FUNDING
        15737810          No                    EMC
        15929129          Yes                   MASTER FUNDING
        15869075          Yes                   EMC
        15934353          Yes                   EMC
        15906420          Yes                   MASTER FUNDING
        15878818          Yes                   MASTER FUNDING
        15878522          No                    MASTER FUNDING
        15929161          Yes                   MASTER FUNDING
        15934497          Yes                   EMC
        15934481          Yes                   EMC
        15829100          Yes                   MASTER FUNDING
        15829115          Yes                   MASTER FUNDING
        15930874          Yes                   EMC
        15721478          Yes                   MASTER FUNDING
        15934288          Yes                   EMC
        15934400          No                    EMC
        15899232          Yes                   MASTER FUNDING
        15878756          No                    MASTER FUNDING
        15906471          Yes                   MASTER FUNDING
        15897338          Yes                   MASTER FUNDING
        15897323          Yes                   MASTER FUNDING
        15906346          Yes                   MASTER FUNDING
        15785854          Yes                   EMC
        15906514          Yes                   MASTER FUNDING
        15906411          Yes                   MASTER FUNDING
        15714234          Yes                   MASTER FUNDING
        15721235          Yes                   MASTER FUNDING
        15934352          No                    EMC
        15897878          No                    MASTER FUNDING
        15737601          Yes                   EMC
        15652527          No                    EMC
        15737652          No                    MASTER FUNDING
        15906489          Yes                   MASTER FUNDING
        15878994          Yes                   MASTER FUNDING
        15934633          Yes                   EMC
        15930814          Yes                   MASTER FUNDING
        15934343          Yes                   EMC
        15934265          Yes                   EMC
        15826874          Yes                   MASTER FUNDING
        15878790          Yes                   MASTER FUNDING
        15878996          Yes                   MASTER FUNDING
        15719112          No                    MASTER FUNDING
        15737905          Yes                   MASTER FUNDING
        15719139          No                    MASTER FUNDING
        15927217          Yes                   MASTER FUNDING
        15899136          Yes                   MASTER FUNDING
        15652507          Yes                   MASTER FUNDING
        15721162          Yes                   MASTER FUNDING
        15781855          Yes                   EMC
        15934511          No                    EMC
        15934518          No                    EMC
        15934659          No                    EMC
        15927237          Yes                   MASTER FUNDING
        15934500          No                    EMC
        15934200          Yes                   EMC
        15721209          Yes                   MASTER FUNDING
        15934366          Yes                   EMC
        15929160          Yes                   MASTER FUNDING
        15934559          No                    EMC
        15927210          Yes                   MASTER FUNDING
        15897817          Yes                   MASTER FUNDING
        15934434          No                    EMC
        15934272          Yes                   EMC
        15934281          Yes                   EMC
        15934267          No                    EMC
        15934340          Yes                   EMC
        15934285          Yes                   EMC
        15934378          Yes                   EMC
        15721304          Yes                   MASTER FUNDING
        15934191          Yes                   EMC
        15878710          Yes                   EMC
        15737772          Yes                   MASTER FUNDING
        15928475          No                    EMC
        15897848          Yes                   MASTER FUNDING
        15927222          Yes                   MASTER FUNDING
        15864058          Yes                   MASTER FUNDING
        15934541          No                    EMC
        15906404          Yes                   MASTER FUNDING
        15934342          No                    EMC
        15897793          No                    EMC
        15531825          Yes                   EMC
        15737668          Yes                   MASTER FUNDING
        15934615          No                    EMC
        15719151          No                    EMC
        15929153          Yes                   MASTER FUNDING
        15827842          Yes                   EMC
        15654363          Yes                   EMC
        15737774          No                    EMC
        15781863          No                    EMC
        15898018          Yes                   MASTER FUNDING
        15931566          Yes                   EMC
        15878706          Yes                   MASTER FUNDING
        15878467          Yes                   MASTER FUNDING
        15714217          Yes                   MASTER FUNDING
        15914720          No                    MASTER FUNDING
        15878925          Yes                   EMC
        15934517          No                    EMC
        15871645          Yes                   EMC
        15927221          Yes                   MASTER FUNDING
        15929148          Yes                   MASTER FUNDING
        15780186          No                    MASTER FUNDING
        15934448          No                    EMC
        15878662          Yes                   EMC
        15934386          Yes                   EMC
        15906459          Yes                   MASTER FUNDING
        15863987          Yes                   MASTER FUNDING
        15934382          Yes                   EMC
        15781849          No                    MASTER FUNDING
        15828386          No                    EMC
        15878918          Yes                   EMC
        15940661          Yes                   EMC
        15864016          No                    MASTER FUNDING
        15934645          Yes                   EMC
        15934550          Yes                   EMC
        15934489          Yes                   EMC
        15906546          Yes                   MASTER FUNDING
        15721424          No                    EMC
        15934287          No                    EMC
        15714215          Yes                   MASTER FUNDING
        15878999          Yes                   MASTER FUNDING
        15719128          Yes                   MASTER FUNDING
        15878463          No                    MASTER FUNDING
        15906390          Yes                   MASTER FUNDING
        15906352          Yes                   MASTER FUNDING
        15899231          No                    MASTER FUNDING
        15897774          No                    MASTER FUNDING
        15714235          Yes                   MASTER FUNDING
        15899203          Yes                   MASTER FUNDING
        15879001          Yes                   MASTER FUNDING
        15897911          Yes                   MASTER FUNDING
        15737835          Yes                   MASTER FUNDING
        15828810          Yes                   MASTER FUNDING
        15864021          Yes                   MASTER FUNDING
        15878479          Yes                   MASTER FUNDING
        15934430          No                    EMC
        15737672          No                    MASTER FUNDING
        15934373          Yes                   EMC
        15878684          Yes                   MASTER FUNDING
        15897344          Yes                   MASTER FUNDING
        15897901          Yes                   MASTER FUNDING
        15914694          No                    EMC
        15878641          No                    EMC
        15934455          No                    EMC
        15906412          Yes                   MASTER FUNDING
        15878744          Yes                   MASTER FUNDING
        15878532          Yes                   MASTER FUNDING
        15934579          Yes                   EMC
        15934572          No                    EMC
        15878679          Yes                   MASTER FUNDING
        15929103          Yes                   MASTER FUNDING
        15897880          Yes                   MASTER FUNDING
        15863952          No                    MASTER FUNDING
        15785839          Yes                   MASTER FUNDING
        15878997          Yes                   MASTER FUNDING
        15785801          Yes                   EMC
        15878493          No                    MASTER FUNDING
        15934270          Yes                   EMC
        15737859          Yes                   EMC
        15934258          No                    EMC
        15930878          Yes                   EMC
        15878814          Yes                   MASTER FUNDING
        15721395          Yes                   MASTER FUNDING
        15934451          Yes                   EMC
        15878473          Yes                   MASTER FUNDING
        15865088          Yes                   MASTER FUNDING
        15737690          No                    MASTER FUNDING
        15780158          Yes                   MASTER FUNDING
        15906536          Yes                   MASTER FUNDING
        15934607          No                    EMC
        15897866          Yes                   MASTER FUNDING
        15714212          Yes                   MASTER FUNDING
        15906494          Yes                   MASTER FUNDING
        15737687          Yes                   MASTER FUNDING
        15899138          Yes                   MASTER FUNDING
        15934414          No                    EMC
        15930876          Yes                   EMC
        15934316          No                    EMC
        15864017          Yes                   MASTER FUNDING
        15906464          Yes                   MASTER FUNDING
        15863897          Yes                   MASTER FUNDING
        15906492          Yes                   MASTER FUNDING
        15721174          No                    MASTER FUNDING
        15927232          Yes                   MASTER FUNDING
        15878507          Yes                   MASTER FUNDING
        15929144          Yes                   MASTER FUNDING
        15737654          Yes                   MASTER FUNDING
        15652535          No                    EMC
        15828609          No                    MASTER FUNDING
        15934487          Yes                   EMC
        15737849          No                    MASTER FUNDING
        15927231          Yes                   MASTER FUNDING
        15934465          Yes                   EMC
        15906353          Yes                   MASTER FUNDING
        15864053          Yes                   MASTER FUNDING
        15863932          Yes                   EMC
        15897561          No                    EMC
        15934329          Yes                   EMC
        15906374          Yes                   MASTER FUNDING
        15934622          Yes                   EMC
        15652509          No                    EMC
        15737898          Yes                   EMC
        15934226          Yes                   EMC
        15906319          Yes                   MASTER FUNDING
        15878693          Yes                   MASTER FUNDING
        15878683          Yes                   MASTER FUNDING
        15721420          Yes                   MASTER FUNDING
        15906461          Yes                   MASTER FUNDING
        15929112          Yes                   MASTER FUNDING
        15934508          Yes                   EMC
        15878966          Yes                   MASTER FUNDING
        15897335          No                    MASTER FUNDING
        15785849          No                    MASTER FUNDING
        15898014          No                    MASTER FUNDING
        15934290          Yes                   EMC
        15737741          Yes                   MASTER FUNDING
        15878476          Yes                   MASTER FUNDING
        15714207          Yes                   MASTER FUNDING
        15934586          Yes                   EMC
        15785889          Yes                   EMC
        15719111          No                    MASTER FUNDING
        15906453          Yes                   MASTER FUNDING
        15878502          No                    MASTER FUNDING
        15934468          Yes                   EMC
        15899140          No                    MASTER FUNDING
        15934449          Yes                   EMC
        15931094          Yes                   EMC
        15930812          Yes                   MASTER FUNDING
        15878682          Yes                   MASTER FUNDING
        15934249          No                    EMC
        15878688          No                    MASTER FUNDING
        15878580          No                    MASTER FUNDING
        15878571          Yes                   MASTER FUNDING
        15719032          No                    MASTER FUNDING
        15934456          Yes                   EMC
        15737889          Yes                   MASTER FUNDING
        15737884          No                    MASTER FUNDING
        15531851          No                    EMC
        15879002          Yes                   MASTER FUNDING
        15737846          Yes                   EMC
        15864032          Yes                   MASTER FUNDING
        15934627          No                    EMC
        15930805          Yes                   MASTER FUNDING
        15934335          Yes                   EMC
        15934371          Yes                   EMC
        15934446          Yes                   EMC
        15864011          Yes                   MASTER FUNDING
        15654317          Yes                   EMC
        15869089          Yes                   MASTER FUNDING
        15878575          Yes                   MASTER FUNDING
        15897830          Yes                   MASTER FUNDING
        15934477          Yes                   EMC
        15934453          Yes                   EMC
        15878674          Yes                   EMC
        15906295          Yes                   EMC
        15934612          Yes                   EMC
        15906298          Yes                   EMC
        15714221          Yes                   MASTER FUNDING
        15934608          Yes                   EMC
        15934618          Yes                   EMC
        15737700          Yes                   EMC
        15737867          Yes                   EMC
        15934503          Yes                   EMC
        15930809          Yes                   MASTER FUNDING
        15737629          Yes                   MASTER FUNDING
        15719126          No                    MASTER FUNDING
        15719121          No                    MASTER FUNDING
        15714248          Yes                   MASTER FUNDING
        15934318          Yes                   EMC
        15878460          Yes                   MASTER FUNDING
        15934549          No                    EMC
        15934576          Yes                   EMC
        15878644          No                    MASTER FUNDING
        15878569          Yes                   MASTER FUNDING
        15865109          Yes                   MASTER FUNDING
        15934458          Yes                   EMC
        15878757          Yes                   MASTER FUNDING
        15878627          Yes                   MASTER FUNDING
        15879009          Yes                   MASTER FUNDING
        15878771          Yes                   MASTER FUNDING
        15864044          Yes                   MASTER FUNDING
        15934186          Yes                   EMC
        15934389          Yes                   EMC
        15934314          Yes                   EMC
        15934452          Yes                   EMC
        15934643          No                    EMC
        15878957          Yes                   MASTER FUNDING
        15929131          Yes                   MASTER FUNDING
        15878506          Yes                   MASTER FUNDING
        15654310          Yes                   EMC
        15878588          Yes                   MASTER FUNDING
        15878535          No                    MASTER FUNDING
        15934567          Yes                   EMC
        15781852          Yes                   MASTER FUNDING
        15897757          Yes                   MASTER FUNDING
        15719118          No                    EMC
        15781860          No                    MASTER FUNDING
        15906426          Yes                   MASTER FUNDING
        15906495          Yes                   MASTER FUNDING
        15721372          Yes                   MASTER FUNDING
        15897791          Yes                   MASTER FUNDING
        15523939          No                    EMC
        15934271          Yes                   EMC
        15934365          No                    EMC
        15934492          No                    EMC
        15897403          Yes                   MASTER FUNDING
        15930851          Yes                   MASTER FUNDING
        15897953          Yes                   MASTER FUNDING
        15934215          No                    EMC
        15934436          Yes                   EMC
        15897948          Yes                   MASTER FUNDING
        15780164          Yes                   MASTER FUNDING
        15878557          Yes                   EMC
        15934551          Yes                   EMC
        15934411          Yes                   EMC
        15654340          Yes                   EMC
        15934514          No                    EMC
        15934380          No                    EMC
        15865089          Yes                   EMC
        15929151          Yes                   MASTER FUNDING
        15897414          No                    MASTER FUNDING
        15897941          No                    MASTER FUNDING
        15781833          No                    EMC
        15927263          Yes                   MASTER FUNDING
        15721404          Yes                   MASTER FUNDING
        15934292          Yes                   EMC
        15927245          Yes                   MASTER FUNDING
        15737614          Yes                   MASTER FUNDING
        15737747          Yes                   MASTER FUNDING
        15869081          Yes                   MASTER FUNDING
        15899260          Yes                   MASTER FUNDING
        15865164          Yes                   MASTER FUNDING
        15899160          Yes                   MASTER FUNDING
        15878751          Yes                   MASTER FUNDING
        15714228          Yes                   MASTER FUNDING
        15934636          Yes                   EMC
        15927261          Yes                   MASTER FUNDING
        15929124          Yes                   MASTER FUNDING
        15737843          No                    MASTER FUNDING
        15737647          No                    EMC
        15934544          Yes                   EMC
        15863901          Yes                   EMC
        15934381          Yes                   EMC
        15863976          Yes                   MASTER FUNDING
        15929125          Yes                   MASTER FUNDING
        15934338          Yes                   EMC
        15906508          Yes                   MASTER FUNDING
        15934422          Yes                   EMC
        15934349          Yes                   EMC
        15878495          Yes                   MASTER FUNDING
        15934312          No                    EMC
        15914712          No                    EMC
        15785878          No                    MASTER FUNDING
        15934278          No                    EMC
        15934515          Yes                   EMC
        15721479          Yes                   MASTER FUNDING
        15721480          Yes                   EMC
        15934454          Yes                   EMC
        15899575          Yes                   EMC
        15899133          Yes                   MASTER FUNDING
        15878920          Yes                   EMC
        15719029          Yes                   MASTER FUNDING
        15714214          Yes                   MASTER FUNDING
        15737777          Yes                   MASTER FUNDING
        15929123          Yes                   MASTER FUNDING
        15737833          No                    MASTER FUNDING
        15927215          Yes                   MASTER FUNDING
        15906519          Yes                   MASTER FUNDING
        15934558          No                    EMC
        15865162          Yes                   MASTER FUNDING
        15878515          No                    MASTER FUNDING
        15934534          No                    EMC
        15865160          No                    MASTER FUNDING
        15721212          Yes                   MASTER FUNDING
        15878606          Yes                   MASTER FUNDING
        15780171          No                    MASTER FUNDING
        15931588          Yes                   EMC
        15878944          No                    MASTER FUNDING
        15785903          Yes                   EMC
        15927259          Yes                   MASTER FUNDING
        15899229          Yes                   MASTER FUNDING
        15721077          Yes                   MASTER FUNDING
        15906414          Yes                   MASTER FUNDING
        15902841          Yes                   EMC
        15737903          Yes                   MASTER FUNDING
        15781847          No                    MASTER FUNDING
        15934306          No                    EMC
        15719124          No                    MASTER FUNDING
        15828546          Yes                   MASTER FUNDING
        15934358          No                    EMC
        15934283          Yes                   EMC
        15780165          Yes                   MASTER FUNDING
        15934212          No                    EMC
        15934219          No                    EMC
        15737705          No                    EMC
        15781831          Yes                   MASTER FUNDING
        15906469          Yes                   MASTER FUNDING
        15878766          Yes                   MASTER FUNDING
        15934649          Yes                   EMC
        15828764          No                    MASTER FUNDING
        15897975          Yes                   MASTER FUNDING
        15934494          Yes                   EMC
        15927262          Yes                   MASTER FUNDING
        15930806          Yes                   MASTER FUNDING
        15714237          Yes                   MASTER FUNDING
        15928315          Yes                   EMC
        15878804          Yes                   MASTER FUNDING
        15864034          Yes                   MASTER FUNDING
        15721232          Yes                   MASTER FUNDING
        15878734          Yes                   EMC
        15928398          Yes                   EMC
        15785893          Yes                   MASTER FUNDING
        15863865          Yes                   MASTER FUNDING
        15721126          Yes                   EMC
        15906484          Yes                   MASTER FUNDING
        15780173          Yes                   MASTER FUNDING
        15934630          Yes                   EMC
        15934260          Yes                   EMC
        15737713          No                    MASTER FUNDING
        15897330          Yes                   MASTER FUNDING
        15897272          Yes                   MASTER FUNDING
        15906343          Yes                   EMC
        15934585          Yes                   EMC
        15906386          Yes                   MASTER FUNDING
        15897580          Yes                   MASTER FUNDING
        15914716          No                    MASTER FUNDING
        15865171          Yes                   MASTER FUNDING
        15878666          Yes                   MASTER FUNDING
        15930808          Yes                   MASTER FUNDING
        15897544          No                    MASTER FUNDING
        15654344          Yes                   EMC
        15878646          No                    MASTER FUNDING
        15934545          No                    EMC
        15879753          Yes                   EMC
        15930871          Yes                   EMC
        15929152          Yes                   MASTER FUNDING
        15934364          Yes                   EMC
        15934528          No                    EMC
        15934408          Yes                   EMC
        15737868          No                    EMC
        15826609          Yes                   EMC
        15934502          No                    EMC
        15863964          Yes                   EMC
        15864002          No                    MASTER FUNDING
        15878779          Yes                   MASTER FUNDING
        15865077          Yes                   MASTER FUNDING
        15878501          Yes                   MASTER FUNDING
        15878788          Yes                   MASTER FUNDING
        15897557          No                    MASTER FUNDING
        15934308          Yes                   EMC
        15934194          Yes                   EMC
        15828301          Yes                   MASTER FUNDING
        15934520          Yes                   EMC
        15714224          Yes                   MASTER FUNDING
        15721446          Yes                   MASTER FUNDING
        15914704          No                    MASTER FUNDING
        15897826          Yes                   MASTER FUNDING
        15714199          Yes                   MASTER FUNDING
        15929117          Yes                   MASTER FUNDING
        15878927          No                    EMC
        15714209          Yes                   EMC
        15934431          Yes                   EMC
        15906316          Yes                   MASTER FUNDING
        15931563          Yes                   EMC
        15827301          Yes                   MASTER FUNDING
        15934479          Yes                   EMC
        15934406          Yes                   EMC
        15899113          Yes                   MASTER FUNDING
        15714243          Yes                   MASTER FUNDING
        15934646          Yes                   EMC
        15934588          Yes                   EMC
        15934483          Yes                   EMC
        15737662          No                    MASTER FUNDING
        15865139          Yes                   MASTER FUNDING
        15906399          Yes                   MASTER FUNDING
        15899221          No                    MASTER FUNDING
        15934304          Yes                   EMC
        15721115          Yes                   MASTER FUNDING
        15934530          Yes                   EMC
        15929155          Yes                   MASTER FUNDING
        15865119          Yes                   MASTER FUNDING
        15897333          No                    MASTER FUNDING
        15737869          No                    MASTER FUNDING
        15737671          No                    MASTER FUNDING
        15865147          Yes                   MASTER FUNDING
        15934498          Yes                   EMC
        15934372          Yes                   EMC
        15929142          Yes                   MASTER FUNDING
        15714211          Yes                   MASTER FUNDING
        15934315          Yes                   EMC
        15863875          Yes                   MASTER FUNDING
        15934445          Yes                   EMC
        15863977          No                    MASTER FUNDING
        15934282          No                    EMC
        15897547          Yes                   MASTER FUNDING
        15934543          Yes                   EMC
        15863848          Yes                   EMC
        15737663          No                    MASTER FUNDING
        15934510          No                    EMC
        15737792          Yes                   MASTER FUNDING
        15899125          Yes                   MASTER FUNDING
        15654315          Yes                   EMC
        15721318          Yes                   MASTER FUNDING
        15900778          Yes                   EMC
        15737631          Yes                   MASTER FUNDING
        15930882          No                    EMC
        15878704          Yes                   MASTER FUNDING
        15927228          Yes                   MASTER FUNDING
        15878797          Yes                   EMC
        15934328          Yes                   EMC
        15929172          Yes                   MASTER FUNDING
        15828978          Yes                   EMC
        15934394          Yes                   EMC
        15909414          Yes                   MASTER FUNDING
        15863980          Yes                   MASTER FUNDING
        15899127          Yes                   MASTER FUNDING
        15934324          No                    EMC
        15721421          Yes                   MASTER FUNDING
        15878959          Yes                   MASTER FUNDING
        15934229          No                    EMC
        15929137          Yes                   MASTER FUNDING
        15737659          No                    MASTER FUNDING
        15737708          No                    MASTER FUNDING
        15721088          Yes                   MASTER FUNDING
        15934433          Yes                   EMC
        15785837          Yes                   MASTER FUNDING
        15934361          Yes                   EMC
        15897605          No                    EMC
        15899109          Yes                   MASTER FUNDING
        15934647          Yes                   EMC
        15654331          Yes                   EMC
        15721199          No                    EMC
        15864055          Yes                   EMC
        15929141          Yes                   MASTER FUNDING
        15780172          Yes                   MASTER FUNDING
        15878978          Yes                   MASTER FUNDING
        15879007          Yes                   MASTER FUNDING
        15934317          Yes                   EMC
        15929130          Yes                   MASTER FUNDING
        15878528          Yes                   MASTER FUNDING
        15934420          Yes                   EMC
        15721248          Yes                   MASTER FUNDING
        15897342          Yes                   MASTER FUNDING
        15737666          Yes                   MASTER FUNDING
        15865107          Yes                   MASTER FUNDING
        15737768          Yes                   EMC
        15878958          Yes                   MASTER FUNDING
        15737782          Yes                   MASTER FUNDING
        15934245          No                    EMC
        15878819          Yes                   EMC
        15899137          Yes                   MASTER FUNDING
        15929150          Yes                   MASTER FUNDING
        15934268          No                    EMC
        15914724          Yes                   MASTER FUNDING
        15737604          No                    EMC
        15897764          Yes                   MASTER FUNDING
        15714204          Yes                   EMC
        15878534          Yes                   MASTER FUNDING
        15921560          Yes                   EMC
        15878638          Yes                   MASTER FUNDING
        15878573          Yes                   MASTER FUNDING
        15865115          Yes                   MASTER FUNDING
        15721182          Yes                   MASTER FUNDING
        15906339          Yes                   MASTER FUNDING
        15897404          Yes                   MASTER FUNDING
        15869099          Yes                   MASTER FUNDING
        15864012          No                    MASTER FUNDING
        15878786          Yes                   MASTER FUNDING
        15878762          Yes                   MASTER FUNDING
        15737839          Yes                   MASTER FUNDING
        15897370          Yes                   MASTER FUNDING
        15934360          No                    EMC
        15906557          Yes                   MASTER FUNDING
        15714225          Yes                   MASTER FUNDING
        15737778          Yes                   MASTER FUNDING
        15898022          Yes                   MASTER FUNDING
        15898024          No                    MASTER FUNDING
        15934337          Yes                   EMC
        15864009          Yes                   EMC
        15714198          Yes                   MASTER FUNDING
        15878791          Yes                   MASTER FUNDING
        15864028          Yes                   MASTER FUNDING
        15737779          No                    EMC
        15878581          Yes                   MASTER FUNDING
        15863921          Yes                   MASTER FUNDING
        15930843          Yes                   MASTER FUNDING
        15719133          No                    MASTER FUNDING
        15781861          No                    MASTER FUNDING
        15897873          No                    MASTER FUNDING
        15897293          No                    MASTER FUNDING
        15863916          Yes                   MASTER FUNDING
        15934522          Yes                   EMC
        15934273          No                    EMC
        15766896          No                    MASTER FUNDING
        15934606          Yes                   EMC
        15863958          No                    MASTER FUNDING
        15878808          Yes                   MASTER FUNDING
        15927220          Yes                   MASTER FUNDING
        15864038          No                    MASTER FUNDING
        15899190          No                    MASTER FUNDING
        15652548          Yes                   MASTER FUNDING
        15906384          Yes                   MASTER FUNDING
        15766901          No                    MASTER FUNDING
        15929132          Yes                   MASTER FUNDING
        15737606          Yes                   MASTER FUNDING
        15878516          Yes                   MASTER FUNDING
        15899191          Yes                   MASTER FUNDING
        15897781          No                    MASTER FUNDING
        15897290          No                    MASTER FUNDING
        15897958          Yes                   MASTER FUNDING
        15737759          Yes                   EMC
        15934188          Yes                   EMC
        15865073          Yes                   MASTER FUNDING
        15878533          No                    MASTER FUNDING
        15737675          No                    MASTER FUNDING
        15737720          Yes                   MASTER FUNDING
        15781850          No                    MASTER FUNDING
        15737722          Yes                   MASTER FUNDING
        15902907          Yes                   EMC
        15934429          No                    EMC
        15934253          Yes                   EMC
        15934539          Yes                   EMC
        15721275          Yes                   MASTER FUNDING
        15737608          Yes                   EMC
        15934190          No                    EMC
        15737633          No                    EMC
        15721116          Yes                   MASTER FUNDING
        15898007          Yes                   MASTER FUNDING
        15865121          Yes                   MASTER FUNDING
        15934478          Yes                   EMC
        15654332          Yes                   EMC
        15721129          Yes                   MASTER FUNDING
        15898016          Yes                   MASTER FUNDING
        15878975          Yes                   MASTER FUNDING
        15737907          Yes                   MASTER FUNDING
        15780187          Yes                   MASTER FUNDING
        15721146          Yes                   EMC
        15927230          Yes                   MASTER FUNDING
        15934597          Yes                   EMC
        15899246          Yes                   MASTER FUNDING
        15906467          Yes                   MASTER FUNDING
        15878963          No                    MASTER FUNDING
        15828231          Yes                   EMC
        15957260          Yes                   EMC
        15863994          Yes                   MASTER FUNDING
        15865079          Yes                   MASTER FUNDING
        15737860          No                    EMC
        15938241          Yes                   EMC
        15897412          Yes                   MASTER FUNDING
        15878586          No                    MASTER FUNDING
        15737644          Yes                   MASTER FUNDING
        15721140          Yes                   MASTER FUNDING
        15719115          No                    MASTER FUNDING
        15721345          Yes                   MASTER FUNDING
        15898006          Yes                   MASTER FUNDING
        15897893          Yes                   MASTER FUNDING
        15929147          Yes                   MASTER FUNDING
        15863991          Yes                   MASTER FUNDING
        15934320          No                    EMC
        15869083          Yes                   EMC
        15929140          Yes                   MASTER FUNDING
        15934313          Yes                   EMC
        15897972          Yes                   MASTER FUNDING
        15654321          Yes                   EMC
        15737724          Yes                   EMC
        15737877          No                    MASTER FUNDING
        15906359          Yes                   MASTER FUNDING
        15869072          Yes                   MASTER FUNDING
        15863947          Yes                   MASTER FUNDING
        15725796          No                    MASTER FUNDING
        15934319          Yes                   EMC
        15878631          No                    MASTER FUNDING
        15934423          No                    EMC
        15897341          Yes                   MASTER FUNDING
        15934589          Yes                   EMC
        15933844          Yes                   MASTER FUNDING
        15737679          No                    MASTER FUNDING
        15719110          No                    MASTER FUNDING
        15863934          Yes                   MASTER FUNDING
        15721093          Yes                   MASTER FUNDING
        15934427          No                    EMC
        15864040          Yes                   MASTER FUNDING
        15928485          Yes                   EMC
        15878768          Yes                   MASTER FUNDING
        15833568          Yes                   EMC
        15737847          Yes                   MASTER FUNDING
        15934234          No                    EMC
        15719162          No                    MASTER FUNDING
        15897339          Yes                   MASTER FUNDING
        15654360          No                    EMC
        15899163          Yes                   MASTER FUNDING
        15906487          Yes                   MASTER FUNDING
        15863882          Yes                   MASTER FUNDING
        15878481          No                    MASTER FUNDING
        15934471          Yes                   EMC
        15930873          Yes                   EMC
        15785891          Yes                   EMC
        15906524          Yes                   MASTER FUNDING
        15934496          No                    EMC
        15863888          Yes                   EMC
        15906373          Yes                   MASTER FUNDING
        15899139          No                    MASTER FUNDING
        15934348          Yes                   EMC
        15897860          No                    MASTER FUNDING
        15897950          Yes                   MASTER FUNDING
        15929167          Yes                   MASTER FUNDING
        15899276          No                    MASTER FUNDING
        15934485          Yes                   EMC
        15929107          Yes                   MASTER FUNDING
        15863941          Yes                   MASTER FUNDING
        15934521          No                    EMC
        15714205          Yes                   MASTER FUNDING
        15719122          No                    MASTER FUNDING
        15737622          Yes                   EMC
        15737694          Yes                   EMC
        15906310          Yes                   EMC
        15721218          Yes                   MASTER FUNDING
        15934275          Yes                   EMC
        15370908          No                    EMC
        15878665          Yes                   MASTER FUNDING
        15737674          Yes                   MASTER FUNDING
        15934376          No                    EMC
        15934480          No                    EMC
        15897806          Yes                   MASTER FUNDING
        15737765          Yes                   MASTER FUNDING
        15785912          Yes                   MASTER FUNDING
        15897567          No                    MASTER FUNDING
        15879011          Yes                   MASTER FUNDING
        15929139          Yes                   MASTER FUNDING
        15865185          Yes                   MASTER FUNDING
        15934596          No                    EMC
        15721392          Yes                   MASTER FUNDING
        15934516          No                    EMC
        15654354          No                    EMC
        15934565          No                    EMC
        15934218          No                    EMC
        15737904          No                    MASTER FUNDING
        15934656          Yes                   EMC
        15878747          Yes                   MASTER FUNDING
        15878671          Yes                   MASTER FUNDING
        15721156          Yes                   MASTER FUNDING
        15899110          No                    MASTER FUNDING
        15897598          No                    MASTER FUNDING
        15927255          Yes                   MASTER FUNDING
        15899228          No                    MASTER FUNDING
        15906485          Yes                   MASTER FUNDING
        15785880          Yes                   MASTER FUNDING
        15897359          No                    MASTER FUNDING
        15934377          Yes                   EMC
        15897418          Yes                   MASTER FUNDING
        15897555          Yes                   MASTER FUNDING
        15721461          Yes                   MASTER FUNDING
        15934243          Yes                   EMC
        15934533          Yes                   EMC
        15934238          Yes                   EMC
        15878519          Yes                   MASTER FUNDING
        15897577          Yes                   EMC
        15721342          Yes                   MASTER FUNDING
        15737646          Yes                   MASTER FUNDING
        15930860          Yes                   EMC
        15934242          Yes                   EMC
        15897619          No                    MASTER FUNDING
        15878976          Yes                   MASTER FUNDING
        15654361          No                    EMC
        15878472          Yes                   EMC
        15863914          Yes                   MASTER FUNDING
        15737794          Yes                   EMC
        15781835          No                    MASTER FUNDING
        15878675          Yes                   MASTER FUNDING
        15897536          No                    MASTER FUNDING
        15863928          Yes                   MASTER FUNDING
        15714191          Yes                   MASTER FUNDING
        15780180          Yes                   MASTER FUNDING
        15929134          Yes                   MASTER FUNDING
        15654356          No                    EMC
        15863986          Yes                   MASTER FUNDING
        15934294          Yes                   EMC
        15897831          Yes                   MASTER FUNDING
        15721079          Yes                   EMC
        15934460          Yes                   EMC
        15878979          Yes                   MASTER FUNDING
        15737885          Yes                   MASTER FUNDING
        15785803          Yes                   MASTER FUNDING
        15725802          No                    MASTER FUNDING
        15863925          Yes                   EMC
        15942885          Yes                   EMC
        15930813          Yes                   MASTER FUNDING
        15900711          Yes                   EMC
        15878687          Yes                   MASTER FUNDING
        15737731          Yes                   MASTER FUNDING
        15654337          No                    EMC
        15934211          Yes                   EMC
        15863989          Yes                   MASTER FUNDING
        15900761          Yes                   EMC
        15737834          Yes                   MASTER FUNDING
        15934571          No                    EMC
        15899145          Yes                   MASTER FUNDING
        15865174          Yes                   MASTER FUNDING
        15721096          No                    MASTER FUNDING
        15652547          No                    EMC
        15725822          No                    MASTER FUNDING
        15899146          Yes                   MASTER FUNDING
        15865150          Yes                   MASTER FUNDING
        15934444          Yes                   EMC
        15897422          Yes                   MASTER FUNDING
        15897870          Yes                   MASTER FUNDING
        15737715          Yes                   EMC
        15930839          Yes                   MASTER FUNDING
        15766883          No                    MASTER FUNDING
        15897845          No                    MASTER FUNDING
        15897823          Yes                   MASTER FUNDING
        15878485          Yes                   MASTER FUNDING
        15914695          No                    EMC
        15878486          Yes                   MASTER FUNDING
        15737685          Yes                   MASTER FUNDING
        15934321          Yes                   EMC
        15865095          Yes                   MASTER FUNDING
        15897611          No                    MASTER FUNDING
        15725814          Yes                   EMC
        15766852          No                    EMC
        15934482          Yes                   EMC
        15929115          Yes                   EMC
        15897883          Yes                   MASTER FUNDING
        15934354          No                    EMC
        15899181          Yes                   MASTER FUNDING
        15878702          Yes                   MASTER FUNDING
        15863979          No                    MASTER FUNDING
        15897327          Yes                   MASTER FUNDING
        15878585          Yes                   MASTER FUNDING
        15899249          No                    MASTER FUNDING
        15766877          No                    MASTER FUNDING
        15737669          Yes                   MASTER FUNDING
        15714210          Yes                   MASTER FUNDING
        15906531          Yes                   MASTER FUNDING
        15927246          Yes                   MASTER FUNDING
        15878497          Yes                   MASTER FUNDING
        15897429          Yes                   MASTER FUNDING
        15934266          Yes                   EMC
        15865144          Yes                   MASTER FUNDING
        15927243          Yes                   MASTER FUNDING
        15766900          No                    MASTER FUNDING
        15863903          Yes                   MASTER FUNDING
        15878707          Yes                   MASTER FUNDING
        15652520          No                    EMC
        15737818          Yes                   EMC
        15906488          Yes                   MASTER FUNDING
        15934523          No                    EMC
        15897758          No                    MASTER FUNDING
        15878781          Yes                   MASTER FUNDING
        15934370          Yes                   EMC
        15933228          Yes                   EMC
        15935945          Yes                   EMC
        15934332          No                    EMC
        15737709          Yes                   MASTER FUNDING
        15737688          Yes                   MASTER FUNDING
        15934350          Yes                   EMC
        15878792          Yes                   MASTER FUNDING
        15934568          No                    EMC
        15863889          Yes                   MASTER FUNDING
        15897563          No                    EMC
        15737841          Yes                   EMC
        15934574          Yes                   EMC
        15897415          Yes                   MASTER FUNDING
        15781858          Yes                   MASTER FUNDING
        15934450          Yes                   EMC
        15934464          No                    EMC
        15934410          Yes                   EMC
        15897530          No                    MASTER FUNDING
        15934474          Yes                   EMC
        15930855          Yes                   EMC
        15934614          Yes                   EMC
        15878782          Yes                   MASTER FUNDING
        15863948          Yes                   EMC
        15652546          Yes                   EMC
        15929110          Yes                   MASTER FUNDING
        15878761          Yes                   MASTER FUNDING
        15934214          No                    EMC
        15878462          Yes                   MASTER FUNDING
        15878527          Yes                   MASTER FUNDING
        15737609          Yes                   MASTER FUNDING
        15865152          Yes                   MASTER FUNDING
        15897865          Yes                   MASTER FUNDING
        15785887          Yes                   MASTER FUNDING
        15897829          Yes                   MASTER FUNDING
        15829074          Yes                   EMC
        15897268          Yes                   EMC
        15899111          Yes                   MASTER FUNDING
        15954555          Yes                   EMC
        15899134          Yes                   MASTER FUNDING
        15878919          No                    EMC
        15897283          Yes                   MASTER FUNDING
        15934564          Yes                   EMC
        15766865          No                    MASTER FUNDING
        15737842          Yes                   MASTER FUNDING
        15719154          No                    MASTER FUNDING
        15934569          Yes                   EMC
        15934651          Yes                   EMC
        15863881          No                    MASTER FUNDING
        15863937          Yes                   MASTER FUNDING
        15721391          Yes                   MASTER FUNDING
        15865090          Yes                   MASTER FUNDING
        15864036          No                    MASTER FUNDING
        15694265          No                    EMC
        15654306          Yes                   EMC
        15878758          Yes                   MASTER FUNDING
        15927224          Yes                   MASTER FUNDING
        15766847          No                    MASTER FUNDING
        15897273          Yes                   MASTER FUNDING
        15899266          No                    MASTER FUNDING
        15864041          No                    MASTER FUNDING
        15863927          Yes                   MASTER FUNDING
        15737706          Yes                   MASTER FUNDING
        15766895          No                    MASTER FUNDING
        15780141          Yes                   MASTER FUNDING
        15897996          No                    MASTER FUNDING
        15878685          Yes                   MASTER FUNDING
        15878974          Yes                   MASTER FUNDING
        15737902          Yes                   MASTER FUNDING
        15737791          No                    MASTER FUNDING
        15721080          Yes                   EMC
        15878628          Yes                   MASTER FUNDING
        15737880          Yes                   MASTER FUNDING
        15934629          Yes                   EMC
        15897894          Yes                   MASTER FUNDING
        15654333          Yes                   EMC
        15934457          Yes                   EMC
        15934269          No                    EMC
        15878736          Yes                   MASTER FUNDING
        15878582          Yes                   MASTER FUNDING
        15878737          Yes                   MASTER FUNDING
        15921550          Yes                   EMC
        15934661          Yes                   EMC
        15934540          Yes                   EMC
        15654352          No                    EMC
        15721191          Yes                   EMC
        15853679          Yes                   EMC
        15934346          No                    EMC
        15737710          Yes                   MASTER FUNDING
        15654359          Yes                   EMC
        15906376          Yes                   MASTER FUNDING
        15897532          No                    MASTER FUNDING
        15766891          No                    EMC
        15766844          No                    EMC
        15878973          Yes                   MASTER FUNDING
        15934578          No                    EMC
        15934486          Yes                   EMC
        15878773          Yes                   MASTER FUNDING
        15934301          No                    EMC
        15932821          Yes                   EMC
        15897377          Yes                   MASTER FUNDING
        15934277          Yes                   EMC
        15878490          No                    MASTER FUNDING
        15906296          Yes                   EMC
        15897980          Yes                   MASTER FUNDING
        15878703          Yes                   MASTER FUNDING
        15721242          Yes                   MASTER FUNDING
        15934390          Yes                   EMC
        15737761          No                    MASTER FUNDING
        15927238          Yes                   MASTER FUNDING
        15899193          No                    MASTER FUNDING
        15899214          Yes                   MASTER FUNDING
        15934466          No                    EMC
        15878576          Yes                   MASTER FUNDING
        15897346          Yes                   MASTER FUNDING
        15897578          Yes                   MASTER FUNDING
        15897615          No                    MASTER FUNDING
        15785856          Yes                   MASTER FUNDING
        15878755          Yes                   MASTER FUNDING
        15906345          Yes                   MASTER FUNDING
        15906447          Yes                   MASTER FUNDING
        15899177          Yes                   MASTER FUNDING
        15934546          No                    EMC
        15934355          No                    EMC
        15899143          No                    MASTER FUNDING
        15864010          Yes                   EMC
        15897304          Yes                   MASTER FUNDING
        15934469          No                    EMC
        15934185          Yes                   EMC
        15929118          Yes                   MASTER FUNDING
        15738584          Yes                   EMC
        15878664          Yes                   MASTER FUNDING
        15927242          Yes                   MASTER FUNDING
        15878712          Yes                   MASTER FUNDING
        15737793          Yes                   MASTER FUNDING
        15865084          Yes                   MASTER FUNDING
        15737844          Yes                   MASTER FUNDING
        15900748          Yes                   EMC
        15714220          Yes                   MASTER FUNDING
        15938238          Yes                   EMC
        15933846          Yes                   MASTER FUNDING
        15898017          Yes                   MASTER FUNDING
        15934620          No                    EMC
        15865113          No                    MASTER FUNDING
        15737763          Yes                   EMC
        15934387          Yes                   EMC
        15781838          Yes                   MASTER FUNDING
        15878629          No                    MASTER FUNDING
        15934584          Yes                   EMC
        15934595          Yes                   EMC
        15906329          Yes                   MASTER FUNDING
        15869070          Yes                   MASTER FUNDING
        15721368          Yes                   MASTER FUNDING
        15930880          Yes                   EMC
        15906502          Yes                   MASTER FUNDING
        15865131          Yes                   MASTER FUNDING
        15766843          No                    MASTER FUNDING
        15878478          Yes                   MASTER FUNDING
        15897372          No                    EMC
        15897833          No                    MASTER FUNDING
        15878752          Yes                   MASTER FUNDING
        15865101          Yes                   MASTER FUNDING
        15933188          Yes                   EMC
        15897271          Yes                   MASTER FUNDING
        15897907          Yes                   MASTER FUNDING
        15725823          No                    MASTER FUNDING
        15714222          Yes                   EMC
        15934248          Yes                   EMC
        15737693          Yes                   MASTER FUNDING
        15897811          Yes                   MASTER FUNDING
        15725804          No                    MASTER FUNDING
        15934261          Yes                   EMC
        15869100          Yes                   MASTER FUNDING
        15863911          Yes                   MASTER FUNDING
        15737795          No                    MASTER FUNDING
        15719050          Yes                   EMC
        15878697          Yes                   MASTER FUNDING
        15766863          Yes                   MASTER FUNDING
        15737745          Yes                   MASTER FUNDING
        15906558          Yes                   MASTER FUNDING
        15863992          Yes                   MASTER FUNDING
        15654358          No                    EMC
        15721343          Yes                   EMC
        15897994          No                    MASTER FUNDING
        15766888          Yes                   MASTER FUNDING
        15721349          Yes                   MASTER FUNDING
        15725798          No                    MASTER FUNDING
        15897986          No                    MASTER FUNDING
        15934439          No                    EMC
        15785850          No                    MASTER FUNDING
        15897998          Yes                   MASTER FUNDING
        15897868          Yes                   MASTER FUNDING
        15897964          Yes                   MASTER FUNDING
        15906527          Yes                   EMC
        15719037          No                    MASTER FUNDING
        15899162          Yes                   MASTER FUNDING
        15898010          Yes                   MASTER FUNDING
        15878589          Yes                   MASTER FUNDING
        15864029          Yes                   EMC
        15934538          Yes                   EMC
        15725799          Yes                   MASTER FUNDING
        15897858          No                    MASTER FUNDING
        15906369          Yes                   EMC
        15897627          No                    MASTER FUNDING
        15865123          Yes                   MASTER FUNDING
        15654324          Yes                   EMC
        15652553          No                    MASTER FUNDING
        15940912          Yes                   EMC
        15934653          No                    EMC
        15934657          No                    EMC
        15899213          No                    MASTER FUNDING
        15899211          Yes                   MASTER FUNDING
        15934235          No                    EMC
        15934632          Yes                   EMC
        15897903          Yes                   MASTER FUNDING
        15864035          Yes                   MASTER FUNDING
        15737831          No                    MASTER FUNDING
        15897773          Yes                   MASTER FUNDING
        15737618          Yes                   EMC
        15863860          Yes                   MASTER FUNDING
        15899194          Yes                   MASTER FUNDING
        15654362          Yes                   EMC
        15899234          No                    MASTER FUNDING
        15902849          Yes                   EMC
        15897334          Yes                   MASTER FUNDING
        15897602          No                    MASTER FUNDING
        15721281          Yes                   MASTER FUNDING
        15719055          Yes                   MASTER FUNDING
        15721207          Yes                   MASTER FUNDING
        15897316          Yes                   MASTER FUNDING
        15902839          Yes                   EMC
        15827137          Yes                   MASTER FUNDING
        15897380          Yes                   MASTER FUNDING
        15869086          Yes                   MASTER FUNDING
        15863970          Yes                   MASTER FUNDING
        15899122          Yes                   MASTER FUNDING
        15878583          Yes                   MASTER FUNDING
        15934519          No                    EMC
        15897978          Yes                   MASTER FUNDING
        15897971          No                    EMC
        15934333          Yes                   EMC
        15934220          Yes                   EMC
        15899250          No                    MASTER FUNDING
        15899235          Yes                   MASTER FUNDING
        15934587          Yes                   EMC
        15721257          Yes                   MASTER FUNDING
        15785871          Yes                   MASTER FUNDING
        15737727          Yes                   MASTER FUNDING
        15829003          Yes                   MASTER FUNDING
        15934367          Yes                   EMC
        15737850          No                    MASTER FUNDING
        15876642          Yes                   EMC
        15878800          Yes                   MASTER FUNDING
        15906451          Yes                   MASTER FUNDING
        15934239          Yes                   EMC
        15899241          Yes                   MASTER FUNDING
        15878784          Yes                   MASTER FUNDING
        15878746          Yes                   MASTER FUNDING
        15865188          Yes                   MASTER FUNDING
        15865180          Yes                   MASTER FUNDING
        15737825          No                    MASTER FUNDING
        15878663          Yes                   MASTER FUNDING
        15927216          Yes                   MASTER FUNDING
        15934208          No                    EMC
        15927223          Yes                   MASTER FUNDING
        15906392          Yes                   MASTER FUNDING
        15899161          Yes                   MASTER FUNDING
        15897328          Yes                   MASTER FUNDING
        15863971          No                    MASTER FUNDING
        15909415          No                    MASTER FUNDING
        15719157          No                    MASTER FUNDING
        15934412          Yes                   EMC
        15721268          No                    EMC
        15878483          No                    MASTER FUNDING
        15737748          Yes                   MASTER FUNDING
        15863935          Yes                   MASTER FUNDING
        15878564          Yes                   MASTER FUNDING
        15839948          No                    EMC
        15766880          No                    MASTER FUNDING
        15725824          No                    MASTER FUNDING
        15934654          Yes                   EMC
        15863909          Yes                   MASTER FUNDING
        15737826          No                    MASTER FUNDING
        15878579          Yes                   MASTER FUNDING
        15899223          Yes                   MASTER FUNDING
        15826847          Yes                   MASTER FUNDING
        15865124          Yes                   MASTER FUNDING
        15897837          Yes                   MASTER FUNDING
        15906324          Yes                   MASTER FUNDING
        15927235          Yes                   MASTER FUNDING
        15878529          Yes                   MASTER FUNDING
        15878713          Yes                   MASTER FUNDING
        15864004          No                    MASTER FUNDING
        15737881          Yes                   MASTER FUNDING
        15737891          No                    MASTER FUNDING
        15827236          Yes                   EMC
        15906477          Yes                   MASTER FUNDING
        15899262          Yes                   EMC
        15864031          Yes                   MASTER FUNDING
        15930837          Yes                   MASTER FUNDING
        15785892          No                    MASTER FUNDING
        15878491          No                    MASTER FUNDING
        15766885          No                    MASTER FUNDING
        15906424          Yes                   MASTER FUNDING
        15865137          Yes                   MASTER FUNDING
        15780181          Yes                   MASTER FUNDING
        15934369          No                    EMC
        15878484          Yes                   MASTER FUNDING
        15865149          Yes                   MASTER FUNDING
        15721205          Yes                   MASTER FUNDING
        15934416          Yes                   EMC
        15766897          No                    MASTER FUNDING
        15879012          Yes                   MASTER FUNDING
        15865074          Yes                   MASTER FUNDING
        15934610          No                    EMC
        15878805          Yes                   MASTER FUNDING
        15737667          Yes                   EMC
        15899114          No                    MASTER FUNDING
        15863879          Yes                   MASTER FUNDING
        15737899          Yes                   MASTER FUNDING
        15725817          No                    MASTER FUNDING
        15899217          Yes                   MASTER FUNDING
        15899115          Yes                   MASTER FUNDING
        15781834          No                    MASTER FUNDING
        15929136          Yes                   MASTER FUNDING
        15878742          Yes                   MASTER FUNDING
        15934463          Yes                   EMC
        15864037          Yes                   EMC
        15721300          Yes                   EMC
        15934297          Yes                   EMC
        15721094          Yes                   MASTER FUNDING
        15865182          Yes                   MASTER FUNDING
        15785827          Yes                   MASTER FUNDING
        15897368          No                    MASTER FUNDING
        15766884          No                    MASTER FUNDING
        15725820          No                    MASTER FUNDING
        15906413          Yes                   MASTER FUNDING
        15929570          Yes                   EMC
        15878741          Yes                   MASTER FUNDING
        15878494          Yes                   MASTER FUNDING
        15863849          Yes                   MASTER FUNDING
        15725803          No                    EMC
        15876519          Yes                   EMC
        15934368          Yes                   EMC
        15865104          Yes                   MASTER FUNDING
        15864024          Yes                   MASTER FUNDING
        15737806          Yes                   MASTER FUNDING
        15719109          No                    MASTER FUNDING
        15897599          No                    MASTER FUNDING
        15878935          No                    MASTER FUNDING
        15899156          No                    MASTER FUNDING
        15897985          No                    MASTER FUNDING
        15827478          Yes                   MASTER FUNDING
        15721316          Yes                   EMC
        15897345          Yes                   MASTER FUNDING
        15828826          Yes                   MASTER FUNDING
        15766862          No                    EMC
        15897947          Yes                   MASTER FUNDING
        15863972          No                    MASTER FUNDING
        15865168          No                    MASTER FUNDING
        15785822          Yes                   EMC
        15934447          No                    EMC
        15827892          Yes                   EMC
        15899273          No                    MASTER FUNDING
        15725801          Yes                   MASTER FUNDING
        15906297          No                    EMC
        15878698          Yes                   MASTER FUNDING
        15897553          No                    MASTER FUNDING
        15899205          Yes                   MASTER FUNDING
        15785907          Yes                   MASTER FUNDING
        15766902          No                    MASTER FUNDING
        15948502          Yes                   EMC
        15897381          Yes                   MASTER FUNDING
        15721188          Yes                   MASTER FUNDING
        15878799          No                    MASTER FUNDING
        15745772          Yes                   MASTER FUNDING
        15934227          No                    EMC
        15721394          No                    MASTER FUNDING
        15719033          No                    MASTER FUNDING
        15721278          Yes                   MASTER FUNDING
        15725795          No                    MASTER FUNDING
        15863984          Yes                   MASTER FUNDING
        15934570          No                    EMC
        15737873          Yes                   MASTER FUNDING
        15878807          No                    MASTER FUNDING
        15827132          No                    EMC
        15902822          Yes                   EMC
        15897369          Yes                   MASTER FUNDING
        15899258          Yes                   MASTER FUNDING
        15897872          No                    MASTER FUNDING
        15878489          Yes                   MASTER FUNDING
        15865154          Yes                   MASTER FUNDING
        15721065          Yes                   MASTER FUNDING
        15878590          Yes                   MASTER FUNDING
        15725816          No                    EMC
        15721449          Yes                   MASTER FUNDING
        15863862          No                    EMC
        15737786          Yes                   MASTER FUNDING
        15934183          No                    EMC
        15863990          No                    MASTER FUNDING
        15906313          No                    MASTER FUNDING
        15897993          Yes                   MASTER FUNDING
        15654309          No                    EMC
        15721462          Yes                   MASTER FUNDING
        15725807          No                    EMC
        15897921          No                    MASTER FUNDING
        15934575          Yes                   EMC
        15897549          No                    MASTER FUNDING
        15878603          Yes                   MASTER FUNDING
        15878471          Yes                   MASTER FUNDING
        15897526          No                    MASTER FUNDING
        15897770          No                    MASTER FUNDING
        15878596          Yes                   MASTER FUNDING
        15652525          Yes                   EMC
        15865098          Yes                   MASTER FUNDING
        15721485          Yes                   MASTER FUNDING
        15725815          No                    MASTER FUNDING
        15934577          No                    EMC
        15906517          Yes                   MASTER FUNDING
        15934600          Yes                   EMC
        15863910          Yes                   MASTER FUNDING
        15785806          Yes                   MASTER FUNDING
        15897769          Yes                   MASTER FUNDING
        15766873          No                    MASTER FUNDING
        15897321          No                    MASTER FUNDING
        15897534          No                    MASTER FUNDING
        15781842          Yes                   MASTER FUNDING
        15878711          Yes                   MASTER FUNDING
        15737718          Yes                   EMC
        15897336          No                    MASTER FUNDING
        15934225          Yes                   EMC
        15737634          Yes                   MASTER FUNDING
        15897882          Yes                   MASTER FUNDING
        15721470          Yes                   MASTER FUNDING
        15897991          Yes                   MASTER FUNDING
        15721084          Yes                   MASTER FUNDING
        15864046          Yes                   MASTER FUNDING
        15654314          Yes                   EMC
        15878763          Yes                   MASTER FUNDING
        15737862          Yes                   MASTER FUNDING
        15863929          Yes                   MASTER FUNDING
        15865087          Yes                   MASTER FUNDING
        15766839          No                    MASTER FUNDING
        15865178          Yes                   MASTER FUNDING
        15929126          Yes                   MASTER FUNDING
        15878477          Yes                   MASTER FUNDING
        15654311          Yes                   EMC
        15865134          No                    MASTER FUNDING
        15878774          No                    MASTER FUNDING
        15898028          No                    MASTER FUNDING
        15878777          Yes                   MASTER FUNDING
        15865099          Yes                   MASTER FUNDING
        15897906          Yes                   MASTER FUNDING
        15785911          Yes                   MASTER FUNDING
        15897376          Yes                   MASTER FUNDING
        15934413          No                    EMC
        15714203          Yes                   MASTER FUNDING
        15897825          No                    EMC
        15875818          No                    EMC
        15531794          Yes                   EMC
        15865158          Yes                   EMC
        15719138          Yes                   MASTER FUNDING
        15719147          Yes                   MASTER FUNDING
        15721419          Yes                   EMC
        15766866          No                    MASTER FUNDING
        15934254          No                    EMC
        15737612          Yes                   EMC
        15725794          Yes                   MASTER FUNDING
        15906480          Yes                   MASTER FUNDING
        15897351          Yes                   EMC
        15878514          Yes                   MASTER FUNDING
        15828830          Yes                   EMC
        15878630          No                    MASTER FUNDING
        15914710          No                    EMC
        15897410          Yes                   MASTER FUNDING
        15906304          Yes                   EMC
        15785857          Yes                   MASTER FUNDING
        15721307          Yes                   MASTER FUNDING
        15899164          Yes                   MASTER FUNDING
        15897423          Yes                   MASTER FUNDING
        15865161          Yes                   MASTER FUNDING
        15934624          No                    EMC
        15878775          Yes                   MASTER FUNDING
        15878714          Yes                   MASTER FUNDING
        15878513          Yes                   MASTER FUNDING
        15897995          Yes                   MASTER FUNDING
        15737619          Yes                   EMC
        15719150          Yes                   MASTER FUNDING
        15897997          No                    MASTER FUNDING
        15897314          Yes                   MASTER FUNDING
        15865153          No                    MASTER FUNDING
        15934573          No                    EMC
        15930811          Yes                   MASTER FUNDING
        15878748          Yes                   MASTER FUNDING
        15654322          Yes                   EMC
        15906537          Yes                   MASTER FUNDING
        15897849          Yes                   EMC
        15878492          No                    MASTER FUNDING
        15737800          Yes                   EMC
        15897840          Yes                   MASTER FUNDING
        15897289          Yes                   MASTER FUNDING
        15864045          Yes                   MASTER FUNDING
        15719142          Yes                   MASTER FUNDING
        15930830          Yes                   MASTER FUNDING
        15899272          Yes                   MASTER FUNDING
        15897371          No                    MASTER FUNDING
        15897558          Yes                   MASTER FUNDING
        15897904          Yes                   MASTER FUNDING
        15897590          No                    MASTER FUNDING
        15737886          Yes                   MASTER FUNDING
        15737895          No                    MASTER FUNDING
        15737600          Yes                   MASTER FUNDING
        15906410          No                    MASTER FUNDING
        15652510          Yes                   EMC
        15934662          No                    EMC
        15865181          Yes                   MASTER FUNDING
        15785835          Yes                   MASTER FUNDING
        15721128          Yes                   MASTER FUNDING
        15899152          No                    MASTER FUNDING
        15785899          No                    MASTER FUNDING
        15929097          Yes                   MASTER FUNDING
        15878681          Yes                   MASTER FUNDING
        15899259          Yes                   MASTER FUNDING
        15878520          Yes                   MASTER FUNDING
        15865146          Yes                   MASTER FUNDING
        15714196          Yes                   MASTER FUNDING
        15827250          Yes                   EMC
        15899184          No                    MASTER FUNDING
        15721476          Yes                   MASTER FUNDING
        15721330          Yes                   MASTER FUNDING
        15899130          Yes                   MASTER FUNDING
        15897610          No                    MASTER FUNDING
        15878794          No                    MASTER FUNDING
        15865112          Yes                   MASTER FUNDING
        15863876          Yes                   MASTER FUNDING
        15719160          No                    MASTER FUNDING
        15929166          Yes                   MASTER FUNDING
        15897936          No                    MASTER FUNDING
        15890301          Yes                   EMC
        15899105          Yes                   MASTER FUNDING
        15897286          Yes                   MASTER FUNDING
        15914714          No                    MASTER FUNDING
        15934305          Yes                   EMC
        15878474          No                    MASTER FUNDING
        15865157          Yes                   MASTER FUNDING
        15714226          Yes                   MASTER FUNDING
        15878592          No                    MASTER FUNDING
        15897842          No                    MASTER FUNDING
        15737797          Yes                   MASTER FUNDING
        15865183          Yes                   MASTER FUNDING
        15863995          No                    MASTER FUNDING
        15737856          Yes                   MASTER FUNDING
        15897311          Yes                   MASTER FUNDING
        15721118          Yes                   MASTER FUNDING
        15897899          No                    MASTER FUNDING
        15934274          Yes                   EMC
        15898013          Yes                   MASTER FUNDING
        15906397          Yes                   MASTER FUNDING
        15927227          Yes                   MASTER FUNDING
        15948012          Yes                   EMC
        15766853          No                    MASTER FUNDING
        15899119          No                    MASTER FUNDING
        15934296          Yes                   EMC
        15721145          No                    MASTER FUNDING
        15714229          Yes                   MASTER FUNDING
        15721482          Yes                   MASTER FUNDING
        15865126          Yes                   MASTER FUNDING
        15863998          Yes                   MASTER FUNDING
        15714246          Yes                   MASTER FUNDING
        15652513          No                    EMC
        15863902          Yes                   MASTER FUNDING
        15878599          No                    MASTER FUNDING
        15719152          No                    MASTER FUNDING
        15898026          Yes                   MASTER FUNDING
        15721375          Yes                   MASTER FUNDING
        15897560          Yes                   MASTER FUNDING
        15721074          Yes                   MASTER FUNDING
        15899204          No                    MASTER FUNDING
        15942477          Yes                   EMC
        15721121          No                    MASTER FUNDING
        15897354          No                    MASTER FUNDING
        15766857          No                    EMC
        15721363          Yes                   EMC
        15766848          No                    MASTER FUNDING
        15897804          Yes                   MASTER FUNDING
        15721222          Yes                   MASTER FUNDING
        15897360          Yes                   MASTER FUNDING
        15721378          Yes                   EMC
        15878568          Yes                   MASTER FUNDING
        15863857          Yes                   EMC
        15864026          Yes                   MASTER FUNDING
        15719144          No                    MASTER FUNDING
        15714193          Yes                   MASTER FUNDING
        15934665          No                    EMC
        15897824          No                    MASTER FUNDING
        15878511          Yes                   MASTER FUNDING
        15785913          Yes                   MASTER FUNDING
        15897922          Yes                   MASTER FUNDING
        15863985          Yes                   MASTER FUNDING
        15897820          No                    MASTER FUNDING
        15721104          Yes                   MASTER FUNDING
        15897869          Yes                   MASTER FUNDING
        15899182          No                    MASTER FUNDING
        15828051          No                    EMC
        15864050          Yes                   MASTER FUNDING
        15878541          No                    MASTER FUNDING
        15829102          Yes                   MASTER FUNDING
        15737744          Yes                   MASTER FUNDING
        15725809          Yes                   MASTER FUNDING
        15719107          Yes                   MASTER FUNDING
        15878504          Yes                   MASTER FUNDING
        15934462          Yes                   EMC
        15766898          No                    EMC
        15897912          Yes                   MASTER FUNDING
        15725806          Yes                   MASTER FUNDING
        15865076          No                    MASTER FUNDING
        15878508          Yes                   MASTER FUNDING
        15898002          Yes                   MASTER FUNDING
        15897796          Yes                   MASTER FUNDING
        15878680          Yes                   MASTER FUNDING
        15766838          No                    MASTER FUNDING
        15827939          Yes                   MASTER FUNDING
        15766854          No                    MASTER FUNDING
        15878795          No                    MASTER FUNDING
        15897984          No                    MASTER FUNDING
        15914723          No                    MASTER FUNDING
        15721431          Yes                   EMC
        15863870          Yes                   EMC
        15721450          Yes                   MASTER FUNDING
        15714250          Yes                   MASTER FUNDING
        15878600          Yes                   MASTER FUNDING
        15878640          No                    MASTER FUNDING
        15899219          Yes                   MASTER FUNDING
        15906402          Yes                   MASTER FUNDING
        15897839          No                    MASTER FUNDING
        15865172          Yes                   MASTER FUNDING
        15914711          No                    MASTER FUNDING
        15721473          Yes                   MASTER FUNDING
        15906529          Yes                   MASTER FUNDING
        15721393          Yes                   MASTER FUNDING
        15906360          Yes                   MASTER FUNDING
        15897908          No                    MASTER FUNDING
        15897892          Yes                   MASTER FUNDING
        15828480          No                    MASTER FUNDING
        15878810          No                    MASTER FUNDING
        15865129          Yes                   MASTER FUNDING
        15785881          Yes                   MASTER FUNDING
        15781864          Yes                   MASTER FUNDING
        15829021          Yes                   MASTER FUNDING
        15878593          Yes                   MASTER FUNDING
        15863999          Yes                   MASTER FUNDING
        15737658          No                    EMC
        15899202          Yes                   MASTER FUNDING
        15878634          No                    MASTER FUNDING
        15906450          Yes                   MASTER FUNDING
        15906307          Yes                   EMC
        15906445          No                    MASTER FUNDING
        15714201          Yes                   MASTER FUNDING
        15863898          No                    MASTER FUNDING
        15737743          No                    EMC
        15864019          Yes                   EMC
        15878559          Yes                   MASTER FUNDING
        15897933          Yes                   MASTER FUNDING
        15737697          Yes                   EMC
        15737653          Yes                   MASTER FUNDING
        15714195          Yes                   MASTER FUNDING
        15929122          Yes                   MASTER FUNDING
        15897562          No                    MASTER FUNDING
        15892624          Yes                   EMC
        15906550          Yes                   MASTER FUNDING
        15897918          Yes                   MASTER FUNDING
        15897937          Yes                   MASTER FUNDING
        15897897          Yes                   MASTER FUNDING
        15785902          Yes                   MASTER FUNDING
        15869068          Yes                   MASTER FUNDING
        15863869          Yes                   EMC
        15737829          No                    MASTER FUNDING
        15878574          Yes                   MASTER FUNDING
        15721432          Yes                   MASTER FUNDING
        15721087          Yes                   EMC
        15897802          Yes                   MASTER FUNDING
        15878785          No                    MASTER FUNDING
        15721383          Yes                   MASTER FUNDING
        15721454          No                    MASTER FUNDING
        15935941          Yes                   EMC
        15833508          No                    EMC
        15785914          Yes                   MASTER FUNDING
        15766879          No                    MASTER FUNDING
        15652517          Yes                   EMC
        15889976          No                    EMC
        15878636          Yes                   MASTER FUNDING
        15878643          Yes                   MASTER FUNDING
        15863908          No                    MASTER FUNDING
        15785842          No                    MASTER FUNDING
        15737824          No                    MASTER FUNDING
        15737698          Yes                   MASTER FUNDING
        15865127          Yes                   MASTER FUNDING
        15766850          No                    MASTER FUNDING
        15934409          Yes                   EMC
        15906322          Yes                   MASTER FUNDING
        15737770          Yes                   MASTER FUNDING
        15878468          Yes                   MASTER FUNDING
        15865179          Yes                   MASTER FUNDING
        15863953          Yes                   MASTER FUNDING
        15934231          No                    EMC
        15897416          Yes                   MASTER FUNDING
        15863996          No                    MASTER FUNDING
        15934244          No                    EMC
        15878796          Yes                   MASTER FUNDING
        15878545          Yes                   MASTER FUNDING
        15737861          No                    MASTER FUNDING
        15721430          Yes                   MASTER FUNDING
        15781862          Yes                   MASTER FUNDING
        15897528          No                    EMC
        15785814          No                    MASTER FUNDING
        15863942          Yes                   MASTER FUNDING
        15766878          No                    MASTER FUNDING
        15897632          No                    MASTER FUNDING
        15906523          No                    MASTER FUNDING
        15897760          Yes                   EMC
        15721161          Yes                   MASTER FUNDING
        15934616          Yes                   EMC
        15878469          Yes                   MASTER FUNDING
        15863899          No                    EMC
        15737828          Yes                   MASTER FUNDING
        15897569          Yes                   MASTER FUNDING
        15897319          Yes                   EMC
        15654335          Yes                   EMC
        15766858          No                    MASTER FUNDING
        15865114          Yes                   MASTER FUNDING
        15878770          Yes                   MASTER FUNDING
        15906501          Yes                   EMC
        15865133          Yes                   MASTER FUNDING
        15897318          Yes                   MASTER FUNDING
        15878689          No                    MASTER FUNDING
        15878518          Yes                   MASTER FUNDING
        15934263          No                    EMC
        15864033          Yes                   EMC
        15897951          Yes                   MASTER FUNDING
        15878783          Yes                   MASTER FUNDING
        15865156          No                    MASTER FUNDING
        15865140          Yes                   MASTER FUNDING
        15721204          Yes                   EMC
        15721193          No                    MASTER FUNDING
        15737789          No                    MASTER FUNDING
        15785875          Yes                   MASTER FUNDING
        15897588          Yes                   MASTER FUNDING
        15721397          Yes                   MASTER FUNDING
        15934421          No                    EMC
        15899173          Yes                   MASTER FUNDING
        15934484          No                    EMC
        15897859          No                    MASTER FUNDING
        15721216          Yes                   MASTER FUNDING
        15865189          Yes                   MASTER FUNDING
        15934407          Yes                   EMC
        15907240          Yes                   EMC
        15897366          Yes                   MASTER FUNDING
        15863906          No                    EMC
        15897909          Yes                   EMC
        15930854          Yes                   EMC
        15737773          Yes                   MASTER FUNDING
        15929173          Yes                   MASTER FUNDING
        15766882          No                    MASTER FUNDING
        15737845          Yes                   MASTER FUNDING
        15721329          Yes                   EMC
        15863946          Yes                   MASTER FUNDING
        15865148          Yes                   MASTER FUNDING
        15897591          No                    MASTER FUNDING
        15766890          No                    MASTER FUNDING
        15721165          Yes                   MASTER FUNDING
        15897408          Yes                   MASTER FUNDING
        15737783          Yes                   MASTER FUNDING
        15897836          Yes                   MASTER FUNDING
        15899226          Yes                   MASTER FUNDING
        15930848          Yes                   MASTER FUNDING
        15929091          Yes                   MASTER FUNDING
        15899224          No                    MASTER FUNDING
        15785879          Yes                   MASTER FUNDING
        15906443          Yes                   MASTER FUNDING
        15737676          Yes                   EMC
        15864043          Yes                   MASTER FUNDING
        15865092          Yes                   MASTER FUNDING
        15878754          Yes                   MASTER FUNDING
        15906474          Yes                   MASTER FUNDING
        15906302          Yes                   EMC
        15785906          Yes                   MASTER FUNDING
        15897324          Yes                   MASTER FUNDING
        15908509          Yes                   EMC
        15899174          No                    MASTER FUNDING
        15906561          Yes                   MASTER FUNDING
        15898025          No                    MASTER FUNDING
        15863943          Yes                   MASTER FUNDING
        15781832          Yes                   MASTER FUNDING
        15897349          Yes                   MASTER FUNDING
        15864049          No                    MASTER FUNDING
        15721456          Yes                   MASTER FUNDING
        15654325          No                    EMC
        15865176          Yes                   MASTER FUNDING
        15737762          Yes                   MASTER FUNDING
        15652537          No                    EMC
        15785833          Yes                   MASTER FUNDING
        15766881          No                    MASTER FUNDING
        15654319          Yes                   EMC
        15899200          No                    MASTER FUNDING
        15721083          Yes                   MASTER FUNDING
        15898004          No                    MASTER FUNDING
        15737678          Yes                   EMC
        15929100          Yes                   MASTER FUNDING
        15846019          Yes                   EMC
        15929096          Yes                   MASTER FUNDING
        15721452          Yes                   MASTER FUNDING
        15897803          No                    MASTER FUNDING
        15934548          No                    EMC
        15897955          No                    MASTER FUNDING
        15878498          Yes                   MASTER FUNDING
        15721277          No                    EMC
        15737879          No                    MASTER FUNDING
        15898015          Yes                   MASTER FUNDING
        15714219          Yes                   MASTER FUNDING
        15898029          Yes                   MASTER FUNDING
        15737883          Yes                   EMC
        15897613          Yes                   MASTER FUNDING
        15897850          Yes                   EMC
        15938298          Yes                   EMC
        15897428          No                    MASTER FUNDING
        15865081          Yes                   MASTER FUNDING
        15897295          No                    MASTER FUNDING
        15863969          Yes                   MASTER FUNDING
        15906553          Yes                   MASTER FUNDING
        15906455          Yes                   MASTER FUNDING
        15899206          Yes                   MASTER FUNDING
        15897308          Yes                   MASTER FUNDING
        15721284          Yes                   MASTER FUNDING
        15897962          No                    EMC
        15906506          Yes                   MASTER FUNDING
        15897266          Yes                   EMC
        15897895          Yes                   EMC
        15721385          Yes                   MASTER FUNDING
        15780138          No                    MASTER FUNDING
        15897300          Yes                   MASTER FUNDING
        15652532          Yes                   EMC
        15934566          Yes                   EMC
        15714242          Yes                   MASTER FUNDING
        15897292          Yes                   MASTER FUNDING
        15871551          No                    EMC
        15927234          Yes                   MASTER FUNDING
        15897305          Yes                   MASTER FUNDING
        15865122          Yes                   MASTER FUNDING
        15929119          Yes                   MASTER FUNDING
        15934505          No                    EMC
        15863931          Yes                   MASTER FUNDING
        15906448          Yes                   EMC
        15878812          Yes                   MASTER FUNDING
        15897274          Yes                   MASTER FUNDING
        15897856          Yes                   MASTER FUNDING
        15869090          Yes                   MASTER FUNDING
        15934182          No                    EMC
        15934555          Yes                   EMC
        15899142          No                    MASTER FUNDING
        15897267          Yes                   MASTER FUNDING
        15906336          Yes                   EMC
        15737764          Yes                   MASTER FUNDING
        15785824          Yes                   MASTER FUNDING
        15721111          Yes                   MASTER FUNDING
        15897782          No                    EMC
        15785826          Yes                   MASTER FUNDING
        15737683          No                    EMC
        15766886          No                    EMC
        15714227          Yes                   MASTER FUNDING
        15721260          Yes                   MASTER FUNDING
        15725792          Yes                   MASTER FUNDING
        15897902          No                    MASTER FUNDING
        15934526          No                    EMC
        15934501          No                    EMC
        15826574          Yes                   EMC
        15930835          Yes                   MASTER FUNDING
        15523978          No                    EMC
        15737729          No                    MASTER FUNDING
        15878699          Yes                   MASTER FUNDING
        15865136          Yes                   MASTER FUNDING
        15906559          No                    MASTER FUNDING
        15897350          Yes                   EMC
        15897775          No                    MASTER FUNDING
        15865159          Yes                   MASTER FUNDING
        15934488          Yes                   EMC
        15878948          No                    EMC
        15934339          No                    EMC
        15897828          No                    MASTER FUNDING
        15897395          Yes                   MASTER FUNDING
        15785874          Yes                   MASTER FUNDING
        15737626          Yes                   MASTER FUNDING
        15934396          No                    EMC
        15865166          Yes                   MASTER FUNDING
        15766840          Yes                   MASTER FUNDING
        15766864          No                    MASTER FUNDING
        15897934          Yes                   MASTER FUNDING
        15897585          No                    MASTER FUNDING
        15897879          Yes                   MASTER FUNDING
        15897928          Yes                   MASTER FUNDING
        15865110          Yes                   MASTER FUNDING
        15897387          Yes                   MASTER FUNDING
        15897277          No                    MASTER FUNDING
        15737836          No                    MASTER FUNDING
        15780176          Yes                   MASTER FUNDING
        15721157          Yes                   EMC
        15864005          Yes                   MASTER FUNDING
        15869079          Yes                   MASTER FUNDING
        15721447          Yes                   MASTER FUNDING
        15897612          No                    MASTER FUNDING
        15721288          No                    MASTER FUNDING
        15934280          No                    EMC
        15737888          Yes                   MASTER FUNDING
        15897288          Yes                   MASTER FUNDING
        15934192          Yes                   EMC
        15897931          No                    MASTER FUNDING
        15721338          Yes                   EMC
        15869082          Yes                   MASTER FUNDING
        15934490          No                    EMC
        15865135          Yes                   MASTER FUNDING
        15863859          Yes                   MASTER FUNDING
        15865080          Yes                   MASTER FUNDING
        15721336          Yes                   MASTER FUNDING
        15721486          Yes                   MASTER FUNDING
        15721265          Yes                   MASTER FUNDING
        15721228          Yes                   EMC
        15780149          Yes                   MASTER FUNDING
        15785808          Yes                   MASTER FUNDING
        15897594          No                    MASTER FUNDING
        15737638          Yes                   MASTER FUNDING
        15865128          Yes                   MASTER FUNDING
        15897358          Yes                   MASTER FUNDING
        15863887          Yes                   MASTER FUNDING
        15652556          No                    MASTER FUNDING
        15863917          Yes                   MASTER FUNDING
        15897420          Yes                   MASTER FUNDING
        15954334          Yes                   EMC
        15897805          Yes                   EMC
        15780175          Yes                   MASTER FUNDING
        15721124          Yes                   MASTER FUNDING
        15899124          Yes                   MASTER FUNDING
        15897887          No                    MASTER FUNDING
        15785821          No                    EMC
        15785817          Yes                   MASTER FUNDING
        15929109          Yes                   MASTER FUNDING
        15906365          No                    MASTER FUNDING
        15785910          Yes                   MASTER FUNDING
        15954435          Yes                   EMC
        15863965          No                    MASTER FUNDING
        15906440          Yes                   MASTER FUNDING
        15828134          Yes                   EMC
        15523885          No                    EMC
        15878968          Yes                   MASTER FUNDING
        15879006          Yes                   MASTER FUNDING
        15897386          Yes                   MASTER FUNDING
        15652515          No                    EMC
        15721347          Yes                   MASTER FUNDING
        15865184          Yes                   MASTER FUNDING
        15721233          Yes                   MASTER FUNDING
        15865169          Yes                   MASTER FUNDING
        15869084          Yes                   MASTER FUNDING
        15721283          Yes                   MASTER FUNDING
        15864039          No                    MASTER FUNDING
        15780156          Yes                   MASTER FUNDING
        15899129          Yes                   MASTER FUNDING
        15878647          Yes                   MASTER FUNDING
        15794713          No                    EMC
        15930863          Yes                   EMC
        15899169          Yes                   MASTER FUNDING
        15934640          No                    EMC
        15874664          Yes                   EMC
        15865170          No                    MASTER FUNDING
        15721399          No                    EMC
        15721244          No                    MASTER FUNDING
        15721063          Yes                   EMC
        15897821          No                    MASTER FUNDING
        15897977          No                    MASTER FUNDING
        15785802          Yes                   MASTER FUNDING
        15865142          Yes                   MASTER FUNDING
        15934593          No                    EMC
        15897988          Yes                   MASTER FUNDING
        15878525          Yes                   MASTER FUNDING
        15897788          No                    EMC
        15826764          Yes                   MASTER FUNDING
        15737623          Yes                   MASTER FUNDING
        15899132          No                    MASTER FUNDING
        15897270          Yes                   MASTER FUNDING
        15897313          Yes                   MASTER FUNDING
        15721075          Yes                   MASTER FUNDING
        15865093          No                    MASTER FUNDING
        15897373          Yes                   MASTER FUNDING
        15897279          Yes                   MASTER FUNDING
        15906379          Yes                   MASTER FUNDING
        15897625          Yes                   MASTER FUNDING
        15934609          No                    EMC
        15899243          No                    MASTER FUNDING
        15725811          Yes                   MASTER FUNDING
        15898001          Yes                   MASTER FUNDING
        15864027          Yes                   MASTER FUNDING
        15897790          Yes                   MASTER FUNDING
        15934557          Yes                   EMC
        15878461          Yes                   MASTER FUNDING
        15911697          Yes                   EMC
        15897294          Yes                   MASTER FUNDING
        15878622          Yes                   MASTER FUNDING
        15897766          No                    MASTER FUNDING
        15869073          Yes                   MASTER FUNDING
        15737635          No                    EMC
        15737607          No                    MASTER FUNDING
        15878954          Yes                   EMC
        15879015          Yes                   MASTER FUNDING
        15785804          Yes                   MASTER FUNDING
        15766861          No                    MASTER FUNDING
        15878769          No                    MASTER FUNDING
        15737703          Yes                   MASTER FUNDING
        15897374          No                    MASTER FUNDING
        15929135          Yes                   MASTER FUNDING
        15899216          No                    MASTER FUNDING
        15930862          Yes                   EMC
        15863993          Yes                   MASTER FUNDING
        15878524          Yes                   MASTER FUNDING
        15930836          No                    MASTER FUNDING
        15934470          No                    EMC
        15934537          No                    EMC
        15897938          Yes                   MASTER FUNDING
        15865105          No                    MASTER FUNDING
        15737627          No                    MASTER FUNDING
        15721110          Yes                   MASTER FUNDING
        15863923          Yes                   MASTER FUNDING
        15878482          Yes                   MASTER FUNDING
        15878464          Yes                   MASTER FUNDING
        15906368          Yes                   EMC
        15906500          Yes                   MASTER FUNDING
        15737900          Yes                   EMC
        15721270          Yes                   MASTER FUNDING
        15897920          Yes                   MASTER FUNDING
        15865100          Yes                   MASTER FUNDING
        15878536          Yes                   MASTER FUNDING
        15721211          Yes                   MASTER FUNDING
        15737852          Yes                   MASTER FUNDING
        15721428          Yes                   MASTER FUNDING
        15897525          Yes                   MASTER FUNDING
        15897789          Yes                   MASTER FUNDING
        15931572          Yes                   EMC
        15897976          Yes                   MASTER FUNDING
        15721100          Yes                   EMC
        15737621          No                    MASTER FUNDING
        15929114          Yes                   MASTER FUNDING
        15785820          Yes                   MASTER FUNDING
        15934425          No                    EMC
        15897340          No                    EMC
        15721175          Yes                   MASTER FUNDING
        15785838          Yes                   MASTER FUNDING
        15654318          Yes                   EMC
        15737650          Yes                   MASTER FUNDING
        15719134          No                    EMC
        15897800          Yes                   MASTER FUNDING
        15719159          No                    MASTER FUNDING
        15933223          Yes                   EMC
        15869102          Yes                   MASTER FUNDING
        15906556          Yes                   MASTER FUNDING
        15878517          Yes                   MASTER FUNDING
        15785852          Yes                   MASTER FUNDING
        15878561          Yes                   MASTER FUNDING
        15897325          Yes                   EMC
        15897326          Yes                   MASTER FUNDING
        15869093          Yes                   MASTER FUNDING
        15737692          No                    MASTER FUNDING
        15906317          Yes                   EMC
        15930802          Yes                   MASTER FUNDING
        15897629          Yes                   MASTER FUNDING
        15897932          No                    MASTER FUNDING
        15897990          Yes                   MASTER FUNDING
        15864239          No                    EMC
        15721127          Yes                   MASTER FUNDING
        15906478          Yes                   MASTER FUNDING
        15827325          Yes                   MASTER FUNDING
        15934302          Yes                   EMC
        15897285          Yes                   MASTER FUNDING
        15897296          Yes                   MASTER FUNDING
        15865108          Yes                   MASTER FUNDING
        15865175          Yes                   MASTER FUNDING
        15878971          Yes                   MASTER FUNDING
        15785867          Yes                   MASTER FUNDING
        15863936          Yes                   MASTER FUNDING
        15906434          Yes                   MASTER FUNDING
        15897424          Yes                   MASTER FUNDING
        15878558          Yes                   MASTER FUNDING
        15902862          Yes                   EMC
        15897392          Yes                   MASTER FUNDING
        15869085          Yes                   MASTER FUNDING
        15785860          Yes                   MASTER FUNDING
        15721179          Yes                   EMC
        15934512          No                    EMC
        15737896          Yes                   MASTER FUNDING
        15865106          No                    MASTER FUNDING
        15897309          Yes                   MASTER FUNDING
        15897312          Yes                   MASTER FUNDING
        15721440          No                    MASTER FUNDING
        15899198          Yes                   MASTER FUNDING
        15878718          No                    MASTER FUNDING
        15878577          Yes                   MASTER FUNDING
        15934205          Yes                   EMC
        15878632          No                    MASTER FUNDING
        15766893          No                    MASTER FUNDING
        15897945          No                    MASTER FUNDING
        15865132          Yes                   MASTER FUNDING
        15865075          No                    MASTER FUNDING
        15766876          No                    MASTER FUNDING
        15785872          Yes                   MASTER FUNDING
        15654334          Yes                   EMC
        15737684          No                    EMC
        15878601          No                    EMC
        15863955          Yes                   MASTER FUNDING
        15863954          Yes                   MASTER FUNDING
        15878487          Yes                   MASTER FUNDING
        15781830          No                    MASTER FUNDING
        15737780          Yes                   EMC
        15719108          No                    MASTER FUNDING
        15898008          Yes                   MASTER FUNDING
        15879816          No                    EMC
        15766870          No                    MASTER FUNDING
        15906498          Yes                   MASTER FUNDING
        15878987          Yes                   MASTER FUNDING
        15878595          No                    MASTER FUNDING
        15897287          Yes                   MASTER FUNDING
        15721335          Yes                   EMC
        15906349          Yes                   EMC
        15897981          Yes                   MASTER FUNDING
        15865165          Yes                   MASTER FUNDING
        15785843          Yes                   MASTER FUNDING
        15897935          No                    MASTER FUNDING
        15737625          Yes                   MASTER FUNDING
        15906543          Yes                   MASTER FUNDING
        15785864          Yes                   MASTER FUNDING
        15721365          Yes                   MASTER FUNDING
        15785909          Yes                   MASTER FUNDING
        15929159          No                    MASTER FUNDING
        15878991          Yes                   MASTER FUNDING
        15897891          Yes                   MASTER FUNDING
        15879424          Yes                   EMC
        15714240          Yes                   MASTER FUNDING
        15780151          Yes                   EMC
        15766887          No                    MASTER FUNDING
        15737858          No                    MASTER FUNDING
        15906388          No                    MASTER FUNDING
        15865155          No                    MASTER FUNDING
        15897353          Yes                   EMC
        15897365          Yes                   MASTER FUNDING
        15897982          Yes                   MASTER FUNDING
        15721488          Yes                   MASTER FUNDING
        15898027          Yes                   MASTER FUNDING
        15878605          Yes                   MASTER FUNDING
        15865186          Yes                   MASTER FUNDING
        15865120          Yes                   MASTER FUNDING
        15897974          Yes                   MASTER FUNDING
        15721341          Yes                   MASTER FUNDING
        15721256          Yes                   EMC
        15934652          Yes                   EMC
        15934330          Yes                   EMC
        15929093          Yes                   MASTER FUNDING
        15930869          Yes                   EMC
        15737639          Yes                   MASTER FUNDING
        15897814          Yes                   MASTER FUNDING
        15878523          Yes                   MASTER FUNDING
        15863956          Yes                   MASTER FUNDING
        15780182          Yes                   EMC
        15897306          Yes                   MASTER FUNDING
        15865117          Yes                   MASTER FUNDING
        15948491          Yes                   EMC
        15928419          Yes                   EMC
        15897364          Yes                   MASTER FUNDING
        15906513          Yes                   MASTER FUNDING
        15897361          Yes                   MASTER FUNDING
        15869087          Yes                   MASTER FUNDING
        15721137          Yes                   EMC
        15897291          No                    MASTER FUNDING
        15897301          Yes                   MASTER FUNDING
        15714194          Yes                   MASTER FUNDING
        15906323          No                    EMC
        15930841          Yes                   MASTER FUNDING
        15897946          Yes                   EMC
        15721463          Yes                   MASTER FUNDING
        15897808          Yes                   MASTER FUNDING
        15930859          Yes                   EMC
        15878537          Yes                   MASTER FUNDING
        15899166          No                    MASTER FUNDING
        15899277          Yes                   EMC
        15780169          Yes                   EMC
        15899153          No                    MASTER FUNDING
        15865138          Yes                   MASTER FUNDING
        15906522          Yes                   MASTER FUNDING
        15721227          Yes                   EMC
        15878512          Yes                   EMC
        15897917          Yes                   MASTER FUNDING
        15864054          Yes                   EMC
        15906381          Yes                   EMC
        15766867          No                    EMC
        15863895          Yes                   EMC
        15898000          Yes                   MASTER FUNDING
        15785845          Yes                   MASTER FUNDING
        15897281          Yes                   MASTER FUNDING
        15930842          Yes                   EMC
        15906333          Yes                   EMC
        15721173          Yes                   MASTER FUNDING
        15863896          Yes                   MASTER FUNDING
        15897399          No                    MASTER FUNDING
        15899107          Yes                   MASTER FUNDING
        15897307          Yes                   EMC
        15785816          No                    MASTER FUNDING
        15878764          Yes                   EMC
        15652500          Yes                   EMC
        15721071          Yes                   EMC
        15934392          Yes                   EMC
        15897925          Yes                   MASTER FUNDING
        15906395          Yes                   EMC
        15897954          No                    MASTER FUNDING
        15864051          Yes                   EMC
        15869063          Yes                   EMC
        15864042          Yes                   MASTER FUNDING
        15897816          No                    EMC
        15897942          Yes                   MASTER FUNDING
        15933192          Yes                   EMC
        15864056          No                    EMC
        15902903          No                    EMC
        15865094          Yes                   MASTER FUNDING
        15865078          No                    MASTER FUNDING
        15878503          Yes                   MASTER FUNDING
        15721487          Yes                   EMC
        15869094          Yes                   MASTER FUNDING
        15785888          Yes                   MASTER FUNDING
        15897302          Yes                   MASTER FUNDING
        15827449          Yes                   EMC
        15721356          Yes                   EMC
        15721382          Yes                   MASTER FUNDING
        15897356          Yes                   MASTER FUNDING
        15863981          Yes                   MASTER FUNDING
        15864003          No                    MASTER FUNDING
        15897900          Yes                   MASTER FUNDING
        15785870          No                    EMC
        15785831          No                    EMC
        15897798          Yes                   EMC
        15737897          Yes                   EMC
        15906321          Yes                   EMC
        15878760          Yes                   EMC
        15899157          Yes                   MASTER FUNDING
        15897854          Yes                   EMC
        15929175          Yes                   MASTER FUNDING
        15897329          Yes                   MASTER FUNDING
        15878635          No                    EMC
        15864020          Yes                   EMC
        15934405          Yes                   EMC
        15863920          Yes                   MASTER FUNDING
        15737827          Yes                   MASTER FUNDING
        15897269          Yes                   EMC
        15878623          No                    EMC
        15737696          No                    EMC
        15863982          No                    EMC
        15629463          Yes                   EMC
        15899126          Yes                   EMC
        15721262          No                    MASTER FUNDING
        15934560          No                    EMC
        15878725          Yes                   MASTER FUNDING
        15897898          Yes                   MASTER FUNDING
        15930827          Yes                   EMC
        15864006          Yes                   EMC
        15878639          Yes                   EMC
        15897322          Yes                   EMC
        15737730          No                    EMC
        15897890          Yes                   EMC
        15878521          Yes                   MASTER FUNDING
        15897881          Yes                   MASTER FUNDING
        15878735          Yes                   EMC
        15865086          Yes                   MASTER FUNDING
        15947940          Yes                   EMC
        15934442          Yes                   EMC
        15897807          No                    EMC
        15897433          Yes                   MASTER FUNDING
        15897310          Yes                   MASTER FUNDING
        15721245          Yes                   EMC
        15897363          No                    MASTER FUNDING
        15721468          Yes                   EMC
        15721315          Yes                   EMC
        15737878          No                    MASTER FUNDING
        15864008          Yes                   EMC
        15863962          Yes                   EMC
        15785873          Yes                   EMC
        15934341          Yes                   EMC
        15934236          Yes                   EMC
        15878642          No                    EMC
        15878499          Yes                   EMC
        15737822          No                    MASTER FUNDING
        15737726          Yes                   EMC
        15906331          Yes                   EMC
        15897924          No                    MASTER FUNDING
        15737821          No                    EMC
        15785828          No                    MASTER FUNDING
        15863915          Yes                   EMC
        15737802          No                    EMC
        15930828          No                    MASTER FUNDING
        15930831          No                    EMC
        15879008          Yes                   MASTER FUNDING
        15897394          No                    EMC
        15897983          Yes                   EMC
        15865173          No                    MASTER FUNDING
        15721416          Yes                   MASTER FUNDING
        15878743          Yes                   EMC
        15721141          Yes                   EMC
        15678751          Yes                   EMC
        15737686          Yes                   EMC
        15863871          No                    EMC
        15897813          Yes                   EMC
        15721357          Yes                   MASTER FUNDING
        15737767          Yes                   EMC
        15898005          Yes                   MASTER FUNDING
        15897969          No                    EMC
        15934536          No                    EMC
        15785869          Yes                   EMC
        15897959          Yes                   EMC
        15654349          Yes                   EMC
        15869098          Yes                   EMC
        15878611          No                    MASTER FUNDING
        15897876          Yes                   MASTER FUNDING
        15897999          Yes                   MASTER FUNDING
        15865111          No                    MASTER FUNDING
        15721251          Yes                   EMC
        15864059          Yes                   EMC
        15506683          Yes                   EMC
        15721422          Yes                   MASTER FUNDING
        15878995          Yes                   MASTER FUNDING
        15785829          No                    MASTER FUNDING
        15721411          Yes                   EMC
        15897343          Yes                   MASTER FUNDING
        15878946          Yes                   EMC
        15878817          Yes                   MASTER FUNDING
        15897357          Yes                   MASTER FUNDING
        15652550          Yes                   EMC
        15897992          No                    EMC
        15899165          No                    MASTER FUNDING
        15652539          Yes                   EMC
        15878965          Yes                   MASTER FUNDING
        15863961          No                    MASTER FUNDING
        15721322          Yes                   EMC
        15863940          No                    MASTER FUNDING
        15897914          Yes                   EMC
        15719153          No                    EMC
        15737728          No                    EMC
        15906334          Yes                   EMC
        15897276          Yes                   MASTER FUNDING
        15721401          No                    EMC
        15863978          No                    MASTER FUNDING
        15878720          No                    MASTER FUNDING
        15865116          Yes                   MASTER FUNDING
        15737892          No                    EMC
        15864047          Yes                   EMC
        15785897          Yes                   MASTER FUNDING
        15930856          Yes                   EMC
        15897282          No                    MASTER FUNDING
        15906372          No                    EMC
        15899268          No                    EMC
        15897968          Yes                   MASTER FUNDING
        15897431          Yes                   EMC
        15737615          Yes                   EMC
        15737775          No                    EMC
        15898019          Yes                   MASTER FUNDING
        15878566          No                    MASTER FUNDING
        15930857          Yes                   EMC
        15898021          Yes                   EMC
        15897303          Yes                   EMC
        15826714          Yes                   EMC
        15906547          Yes                   MASTER FUNDING
        15721143          No                    MASTER FUNDING
        15878972          Yes                   EMC
        15719129          No                    MASTER FUNDING
        15934419          No                    EMC
        15899256          No                    MASTER FUNDING
        15934383          Yes                   EMC
        15897379          No                    MASTER FUNDING
        15897815          No                    MASTER FUNDING
        15934334          Yes                   EMC
        15934398          No                    EMC
        15878789          Yes                   EMC
        15878670          Yes                   EMC
        15906354          Yes                   EMC
        15934625          No                    EMC
        15828862          No                    MASTER FUNDING
        15829000          No                    EMC
        15938269          Yes                   EMC
        15721169          Yes                   MASTER FUNDING
        15828297          Yes                   EMC
        15828594          Yes                   EMC
        15828553          Yes                   EMC
        15827142          Yes                   EMC
        15826687          Yes                   MASTER FUNDING
        15827541          Yes                   EMC
        15828068          No                    EMC
        15828488          No                    EMC
        15827959          Yes                   MASTER FUNDING
        15827652          Yes                   EMC
        15827843          No                    EMC
        15827858          Yes                   EMC
        15827964          No                    EMC
        15828743          Yes                   EMC
        15828214          Yes                   EMC
        15828501          No                    EMC
        15826743          Yes                   EMC
        15828630          Yes                   EMC
        15828880          Yes                   EMC
        15827611          No                    EMC
        15828992          Yes                   EMC
        15827985          Yes                   EMC
        15827420          Yes                   EMC
        15827974          Yes                   MASTER FUNDING
        15828970          Yes                   EMC
        15828529          Yes                   EMC
        15828007          Yes                   EMC
        15827082          Yes                   EMC
        15826778          Yes                   MASTER FUNDING
        15826735          No                    EMC
        15828522          Yes                   EMC
        15826720          Yes                   EMC
        15827169          Yes                   EMC
        15827267          No                    EMC
        15829106          Yes                   EMC
        15828623          Yes                   EMC
        15828153          Yes                   EMC
        15828675          No                    EMC
        15826733          Yes                   EMC
        15826787          Yes                   EMC
        15828482          Yes                   EMC
        15827490          Yes                   EMC
        15826973          No                    MASTER FUNDING
        15827833          Yes                   EMC
        15929104          Yes                   MASTER FUNDING
        15827790          Yes                   EMC
        15828741          Yes                   EMC
        15828441          Yes                   EMC
        15826681          Yes                   EMC
        15878941          Yes                   EMC
        15828379          Yes                   EMC
        15826761          Yes                   EMC
        15828629          No                    EMC
        15827739          Yes                   EMC
        15826627          Yes                   EMC
        15827088          Yes                   MASTER FUNDING
        15828618          No                    EMC
        15828420          Yes                   EMC
        15827778          No                    EMC
        15827986          Yes                   EMC
        15781844          No                    EMC
        15828882          No                    EMC
        15827041          Yes                   EMC
        15826598          Yes                   MASTER FUNDING
        15828055          Yes                   EMC
        15826914          Yes                   EMC
        15828613          Yes                   EMC
        15828091          Yes                   MASTER FUNDING
        15827710          Yes                   EMC
        15828619          Yes                   EMC
        15828164          Yes                   EMC
        15828996          Yes                   EMC
        15828799          Yes                   EMC
        15828581          Yes                   EMC
        15827773          Yes                   EMC
        15828839          No                    EMC
        15827424          Yes                   MASTER FUNDING
        15828013          Yes                   EMC
        15827227          Yes                   EMC
        15827926          No                    EMC
        15827741          Yes                   MASTER FUNDING
        15828509          No                    EMC
        15827275          No                    EMC
        15827376          No                    EMC
        15826694          No                    EMC
        15827077          Yes                   EMC
        15827776          No                    EMC
        15827874          No                    EMC
        15897402          No                    EMC
        15827642          Yes                   EMC
        15878945          No                    EMC
        15827787          Yes                   EMC
        15829040          Yes                   EMC
        15829065          No                    EMC
        15828274          No                    EMC
        15827525          Yes                   EMC
        15827411          Yes                   EMC
        15826775          Yes                   EMC
        15827838          Yes                   EMC
        15826658          No                    EMC
        15827992          No                    EMC
        15826569          Yes                   EMC
        15829028          Yes                   MASTER FUNDING
        15827114          No                    EMC
        15827306          Yes                   EMC
        15827699          Yes                   EMC
        15828866          Yes                   EMC
        15828601          Yes                   EMC
        15897347          Yes                   MASTER FUNDING
        15826588          No                    EMC
        15826594          No                    EMC
        15827253          No                    EMC
        15828568          No                    EMC
        15828402          No                    MASTER FUNDING
        15897847          Yes                   EMC
        15930833          Yes                   MASTER FUNDING
        15828903          Yes                   EMC
        15829043          Yes                   EMC
        15878998          Yes                   MASTER FUNDING
        15878637          No                    EMC
        15828079          Yes                   EMC
        15721396          Yes                   EMC
        15827736          No                    EMC
        15828717          Yes                   EMC
        15826776          Yes                   MASTER FUNDING
        15864015          Yes                   EMC
        15826732          Yes                   MASTER FUNDING
        15828518          No                    EMC
        15827176          Yes                   MASTER FUNDING
        15828203          Yes                   EMC
        15829001          No                    EMC
        15827361          No                    EMC
        15828969          Yes                   EMC
        15827949          Yes                   EMC
        15828169          Yes                   EMC
        15826928          Yes                   EMC
        15827032          Yes                   EMC
        15827852          Yes                   EMC
        15826699          Yes                   EMC
        15827735          Yes                   MASTER FUNDING
        15828445          Yes                   EMC
        15827217          Yes                   EMC
        15828548          Yes                   MASTER FUNDING
        15828652          No                    EMC
        15827716          No                    EMC
        15828186          Yes                   MASTER FUNDING
        15827398          Yes                   EMC
        15828511          No                    MASTER FUNDING
        15827952          Yes                   EMC
        15828275          Yes                   EMC
        15827493          No                    EMC
        15826621          No                    EMC
        15899123          Yes                   MASTER FUNDING
        15828592          Yes                   EMC
        15828227          No                    EMC
        15828302          Yes                   EMC
        15827768          Yes                   EMC
        15827588          Yes                   EMC
        15826707          Yes                   EMC
        15828108          No                    EMC
        15878465          Yes                   EMC
        15829008          No                    EMC
        15828867          Yes                   EMC
        15827930          Yes                   MASTER FUNDING
        15828423          Yes                   EMC
        15826629          Yes                   MASTER FUNDING
        15828973          No                    EMC
        15828219          No                    MASTER FUNDING
        15828724          Yes                   EMC
        15827820          Yes                   EMC
        15878776          No                    MASTER FUNDING
        15827294          Yes                   EMC
        15827920          Yes                   MASTER FUNDING
        15829054          Yes                   EMC
        15826657          Yes                   EMC
        15828409          No                    MASTER FUNDING
        15826739          Yes                   MASTER FUNDING
        15827770          Yes                   EMC
        15827931          Yes                   EMC
        15828845          Yes                   MASTER FUNDING
        15828846          Yes                   EMC
        15828775          No                    EMC
        15829072          No                    EMC
        15827878          Yes                   EMC
        15826623          Yes                   EMC
        15827184          Yes                   EMC
        15826970          No                    EMC
        15828315          Yes                   EMC
        15826955          No                    EMC
        15827222          No                    EMC
        15826887          Yes                   EMC
        15828687          Yes                   EMC
        15827745          Yes                   EMC
        15826901          Yes                   EMC
        15827669          No                    EMC
        15826992          Yes                   EMC
        15828872          Yes                   EMC
        15827418          Yes                   EMC
        15828058          Yes                   EMC
        15827637          Yes                   EMC
        15827482          Yes                   EMC
        15828281          Yes                   MASTER FUNDING
        15828779          Yes                   EMC
        15827260          Yes                   EMC
        15828683          Yes                   MASTER FUNDING
        15828185          Yes                   MASTER FUNDING
        15829031          Yes                   MASTER FUNDING
        15828224          Yes                   EMC
        15828691          Yes                   EMC
        15827334          No                    EMC
        15828628          Yes                   EMC
        15826646          Yes                   EMC
        15827875          Yes                   EMC
        15827989          Yes                   EMC
        15828390          Yes                   EMC
        15828226          Yes                   EMC
        15827754          Yes                   EMC
        15826971          No                    MASTER FUNDING
        15826729          Yes                   EMC
        15827540          Yes                   EMC
        15828617          Yes                   EMC
        15828242          No                    EMC
        15828757          Yes                   EMC
        15828570          Yes                   EMC
        15827734          Yes                   EMC
        15826563          Yes                   EMC
        15828372          Yes                   MASTER FUNDING
        15827812          No                    EMC
        15829009          No                    EMC
        15826988          Yes                   EMC
        15827354          No                    EMC
        15897275          Yes                   MASTER FUNDING
        15828017          Yes                   EMC
        15826768          No                    EMC
        15828913          Yes                   EMC
        15828131          Yes                   MASTER FUNDING
        15827336          Yes                   MASTER FUNDING
        15828944          Yes                   EMC
        15721177          No                    EMC
        15826645          Yes                   EMC
        15826835          Yes                   EMC
        15828894          Yes                   EMC
        15827704          No                    MASTER FUNDING
        15826829          Yes                   EMC
        15827095          Yes                   EMC
        15828821          Yes                   EMC
        15828020          Yes                   EMC
        15828926          Yes                   EMC
        15827666          Yes                   MASTER FUNDING
        15828818          No                    EMC
        15827748          Yes                   EMC
        15827255          No                    EMC
        15826859          Yes                   EMC
        15828700          Yes                   EMC
        15829037          Yes                   EMC
        15827628          Yes                   EMC
        15828588          Yes                   EMC
        15829073          Yes                   EMC
        15827938          Yes                   EMC
        15828413          Yes                   EMC
        15828959          Yes                   EMC
        15828668          Yes                   EMC
        15828536          Yes                   EMC
        15827993          Yes                   EMC
        15827846          No                    EMC
        15827343          No                    EMC
        15826663          No                    EMC
        15827033          No                    EMC
        15827036          Yes                   EMC
        15828435          Yes                   EMC
        15828030          Yes                   EMC
        15826647          Yes                   EMC
        15828859          No                    EMC
        15827401          Yes                   EMC
        15827599          Yes                   MASTER FUNDING
        15829128          Yes                   EMC
        15828896          Yes                   EMC
        15827988          Yes                   EMC
        15827119          No                    EMC
        15828651          Yes                   EMC
        15828066          Yes                   EMC
        15828217          Yes                   EMC
        15828728          Yes                   EMC
        15827804          Yes                   EMC
        15828727          Yes                   EMC
        15827221          Yes                   EMC
        15828786          Yes                   EMC
        15828954          Yes                   EMC
        15827470          Yes                   EMC
        15828824          No                    EMC
        15828889          Yes                   EMC
        15826813          Yes                   EMC
        15826989          Yes                   MASTER FUNDING
        15827144          Yes                   EMC
        15827382          Yes                   EMC
        15827446          No                    MASTER FUNDING
        15785916          Yes                   MASTER FUNDING
        15827556          Yes                   EMC
        15969367          Yes                   EMC
        15878530          Yes                   EMC
        15828820          Yes                   MASTER FUNDING
        15827758          No                    EMC
        15827519          Yes                   EMC
        15827965          Yes                   MASTER FUNDING
        15826918          No                    EMC
        15828070          Yes                   MASTER FUNDING
        15827882          Yes                   EMC
        15827138          Yes                   EMC
        15828465          Yes                   MASTER FUNDING
        15827509          Yes                   MASTER FUNDING
        15826941          Yes                   MASTER FUNDING
        15827514          Yes                   EMC
        15828654          Yes                   EMC
        15827175          Yes                   EMC
        15827090          Yes                   EMC
        15827574          Yes                   EMC
        15826851          Yes                   EMC
        15827011          Yes                   EMC
        15828411          Yes                   EMC
        15826762          Yes                   EMC
        15827135          Yes                   EMC
        15898023          Yes                   EMC
        15827494          Yes                   MASTER FUNDING
        15826939          Yes                   EMC
        15827884          Yes                   EMC
        15826713          Yes                   EMC
        15829089          Yes                   EMC
        15827197          Yes                   MASTER FUNDING
        15827894          Yes                   EMC
        15827234          Yes                   MASTER FUNDING
        15827527          No                    MASTER FUNDING
        15827471          Yes                   EMC
        15828886          Yes                   MASTER FUNDING
        15827111          Yes                   EMC
        15828720          Yes                   EMC
        15826895          Yes                   EMC
        15828665          Yes                   MASTER FUNDING
        15828326          No                    EMC
        15826788          Yes                   EMC
        15828809          No                    MASTER FUNDING
        15827521          Yes                   EMC
        15829036          Yes                   EMC
        15826654          Yes                   EMC
        15827863          Yes                   EMC
        15827223          Yes                   EMC
        15828174          No                    EMC
        15828534          No                    EMC
        15827751          Yes                   EMC
        15828280          Yes                   EMC
        15827388          No                    EMC
        15827405          Yes                   EMC
        15828947          Yes                   EMC
        15828082          Yes                   EMC
        15864057          Yes                   MASTER FUNDING
        15827369          Yes                   EMC
        15828847          Yes                   EMC
        15828575          Yes                   EMC
        15827723          Yes                   EMC
        15827355          Yes                   EMC
        15827319          Yes                   MASTER FUNDING
        15897400          Yes                   EMC
        15829096          Yes                   EMC
        15827835          Yes                   EMC
        15828723          No                    MASTER FUNDING
        15829103          Yes                   EMC
        15826771          No                    MASTER FUNDING
        15827210          No                    MASTER FUNDING
        15827569          Yes                   EMC
        15827178          Yes                   EMC
        15828309          Yes                   MASTER FUNDING
        15826997          Yes                   EMC
        15827246          Yes                   EMC
        15827402          Yes                   EMC
        15828648          Yes                   EMC
        15828719          Yes                   MASTER FUNDING
        15827069          No                    MASTER FUNDING
        15827017          No                    EMC
        15827583          Yes                   MASTER FUNDING
        15828009          Yes                   EMC
        15827364          No                    MASTER FUNDING
        15827561          Yes                   EMC
        15827555          Yes                   EMC
        15828319          Yes                   EMC
        15828697          Yes                   EMC
        15827409          Yes                   EMC
        15827219          Yes                   EMC
        15827123          No                    EMC
        15828434          Yes                   EMC
        15828344          Yes                   EMC
        15827241          Yes                   EMC
        15828838          No                    EMC
        15826883          Yes                   EMC
        15827513          Yes                   EMC
        15897759          Yes                   EMC
        15827798          No                    EMC
        15826736          Yes                   EMC
        15827675          Yes                   EMC
        15827777          Yes                   EMC
        15827214          No                    EMC
        15828260          No                    MASTER FUNDING
        15827997          Yes                   EMC
        15828672          Yes                   EMC
        15827080          Yes                   EMC
        15829091          Yes                   EMC
        15827216          Yes                   EMC
        15826700          No                    EMC
        15827083          Yes                   EMC
        15827185          No                    EMC
        15827199          Yes                   EMC
        15826792          Yes                   EMC
        15828144          Yes                   EMC
        15828141          Yes                   EMC
        15828873          Yes                   EMC
        15827051          No                    EMC
        15829017          No                    MASTER FUNDING
        15827062          Yes                   EMC
        15827044          Yes                   EMC
        15827593          No                    EMC
        15826611          Yes                   EMC
        15906364          Yes                   EMC
        15827950          Yes                   MASTER FUNDING
        15827972          Yes                   EMC
        15828604          Yes                   EMC
        15828459          Yes                   EMC
        15828137          Yes                   EMC
        15827324          No                    MASTER FUNDING
        15826842          Yes                   MASTER FUNDING
        15827861          Yes                   EMC
        15897888          Yes                   EMC
        15930867          Yes                   EMC
        15827946          Yes                   EMC
        15869078          Yes                   EMC
        15826592          Yes                   MASTER FUNDING
        15826828          Yes                   EMC
        15828694          No                    MASTER FUNDING
        15828494          Yes                   EMC
        15828556          No                    EMC
        15827570          No                    EMC
        15721158          Yes                   EMC
        15828807          Yes                   EMC
        15826779          Yes                   MASTER FUNDING
        15826668          Yes                   MASTER FUNDING
        15827539          Yes                   EMC
        15827014          No                    EMC
        15826624          Yes                   EMC
        15827147          Yes                   EMC
        15828090          Yes                   EMC
        15826614          Yes                   EMC
        15827155          No                    EMC
        15828493          Yes                   EMC
        15827676          Yes                   EMC
        15827901          Yes                   EMC
        15828706          Yes                   EMC
        15828142          No                    EMC
        15826760          Yes                   EMC
        15826723          No                    MASTER FUNDING
        15826673          No                    EMC
        15827108          Yes                   EMC
        15828950          Yes                   EMC
        15827577          Yes                   EMC
        15828695          Yes                   EMC
        15829016          Yes                   MASTER FUNDING
        15828004          Yes                   EMC
        15828283          Yes                   EMC
        15828292          Yes                   EMC
        15828857          No                    EMC
        15829116          Yes                   EMC
        15828590          Yes                   EMC
        15827413          Yes                   EMC
        15828430          Yes                   EMC
        15829025          No                    EMC
        15826648          Yes                   EMC
        15826821          Yes                   EMC
        15826626          Yes                   EMC
        15827707          Yes                   EMC
        15826809          Yes                   MASTER FUNDING
        15827353          No                    MASTER FUNDING
        15558804          Yes                   EMC
        15827297          Yes                   EMC
        15828269          Yes                   MASTER FUNDING
        15827886          Yes                   EMC
        15828282          Yes                   EMC
        15828381          Yes                   EMC
        15827935          No                    EMC
        15827182          Yes                   EMC
        15826938          Yes                   EMC
        15826811          Yes                   EMC
        15828924          Yes                   EMC
        15826607          No                    EMC
        15828036          Yes                   EMC
        15827996          Yes                   EMC
        15828316          Yes                   EMC
        15828819          Yes                   MASTER FUNDING
        15826797          No                    EMC
        15897787          No                    MASTER FUNDING
        15828661          Yes                   EMC
        15827046          Yes                   EMC
        15827295          Yes                   EMC
        15827954          Yes                   MASTER FUNDING
        15828152          No                    EMC
        15828746          Yes                   EMC
        15828021          Yes                   EMC
        15827272          Yes                   EMC
        15827300          Yes                   EMC
        15828935          Yes                   EMC
        15828870          No                    EMC
        15828369          Yes                   EMC
        15828961          Yes                   EMC
        15827378          No                    EMC
        15827318          Yes                   EMC
        15827799          Yes                   EMC
        15828917          Yes                   EMC
        15721172          Yes                   EMC
        15828148          Yes                   EMC
        15828731          No                    MASTER FUNDING
        15828816          Yes                   EMC
        15827553          Yes                   EMC
        15827929          Yes                   EMC
        15827136          No                    EMC
        15827999          Yes                   EMC
        15828101          Yes                   EMC
        15828589          Yes                   EMC
        15827743          Yes                   EMC
        15828804          No                    MASTER FUNDING
        15828318          Yes                   EMC
        15828033          Yes                   EMC
        15827595          Yes                   EMC
        15828885          No                    MASTER FUNDING
        15828121          Yes                   MASTER FUNDING
        15827597          Yes                   EMC
        15828128          No                    EMC
        15878937          Yes                   EMC
        15829023          No                    MASTER FUNDING
        15828877          Yes                   EMC
        15828291          Yes                   MASTER FUNDING
        15827143          Yes                   EMC
        15828074          No                    EMC
        15827668          Yes                   MASTER FUNDING
        15828078          Yes                   EMC
        15826975          No                    EMC
        15827457          Yes                   MASTER FUNDING
        15827453          Yes                   EMC
        15826708          Yes                   EMC
        15828190          Yes                   EMC
        15828985          Yes                   EMC
        15826568          No                    MASTER FUNDING
        15826933          Yes                   EMC
        15828631          Yes                   EMC
        15828116          Yes                   MASTER FUNDING
        15827196          Yes                   EMC
        15828448          No                    EMC
        15827803          No                    EMC
        15828768          Yes                   MASTER FUNDING
        15828278          Yes                   MASTER FUNDING
        15826967          Yes                   EMC
        15828543          Yes                   EMC
        15827831          No                    EMC
        15829107          No                    MASTER FUNDING
        15828107          Yes                   EMC
        15828212          Yes                   MASTER FUNDING
        15828957          Yes                   MASTER FUNDING
        15827890          Yes                   EMC
        15827229          Yes                   MASTER FUNDING
        15827225          Yes                   EMC
        15828181          Yes                   EMC
        15828934          Yes                   EMC
        15828135          Yes                   MASTER FUNDING
        15826649          Yes                   MASTER FUNDING
        15827450          No                    MASTER FUNDING
        15828895          No                    EMC
        15827600          Yes                   EMC
        15827650          Yes                   EMC
        15827785          Yes                   EMC
        15826644          Yes                   EMC
        15828767          Yes                   MASTER FUNDING
        15829083          No                    MASTER FUNDING
        15828637          Yes                   EMC
        15828489          Yes                   EMC
        15827677          Yes                   MASTER FUNDING
        15828271          Yes                   EMC
        15828682          Yes                   EMC
        15826606          Yes                   EMC
        15827714          Yes                   EMC
        15827766          Yes                   EMC
        15826834          Yes                   EMC
        15737871          No                    EMC
        15826888          Yes                   EMC
        15826581          Yes                   EMC
        15827701          Yes                   EMC
        15828486          Yes                   EMC
        15829052          Yes                   EMC
        15828130          No                    EMC
        15828883          Yes                   EMC
        15827256          Yes                   EMC
        15827575          Yes                   MASTER FUNDING
        15826817          No                    MASTER FUNDING
        15828825          No                    MASTER FUNDING
        15828928          No                    MASTER FUNDING
        15828892          Yes                   MASTER FUNDING
        15826692          Yes                   EMC
        15827096          Yes                   EMC
        15827808          Yes                   EMC
        15827086          Yes                   EMC
        15827885          Yes                   EMC
        15827435          Yes                   EMC
        15828499          Yes                   EMC
        15828726          Yes                   EMC
        15828199          Yes                   EMC
        15826906          No                    MASTER FUNDING
        15828981          Yes                   EMC
        15828949          Yes                   EMC
        15827761          Yes                   EMC
        15827443          Yes                   MASTER FUNDING
        15828871          Yes                   MASTER FUNDING
        15827767          Yes                   MASTER FUNDING
        15828416          Yes                   MASTER FUNDING
        15827307          Yes                   EMC
        15828037          No                    EMC
        15826825          Yes                   MASTER FUNDING
        15826664          Yes                   EMC
        15826872          Yes                   EMC
        15826642          Yes                   MASTER FUNDING
        15828850          Yes                   MASTER FUNDING
        15828156          Yes                   EMC
        15828042          Yes                   EMC
        15828771          Yes                   EMC
        15827971          Yes                   EMC
        15826661          Yes                   EMC
        15827298          Yes                   EMC
        15827346          Yes                   EMC
        15897362          Yes                   MASTER FUNDING
        15829097          Yes                   EMC
        15827883          Yes                   MASTER FUNDING
        15828470          Yes                   EMC
        15826780          No                    EMC
        15827917          Yes                   EMC
        15828003          No                    EMC
        15826862          No                    EMC
        15827107          No                    EMC
        15827429          Yes                   EMC
        15826931          Yes                   EMC
        15828268          Yes                   EMC
        15827265          Yes                   EMC
        15930807          Yes                   MASTER FUNDING
        15827249          Yes                   EMC
        15828502          Yes                   EMC
        15826991          Yes                   EMC
        15721108          No                    MASTER FUNDING
        15828598          Yes                   EMC
        15827713          No                    EMC
        15828230          No                    MASTER FUNDING
        15827329          Yes                   EMC
        15828579          No                    MASTER FUNDING
        15828241          Yes                   EMC
        15827689          Yes                   EMC
        15828363          Yes                   EMC
        15827231          Yes                   EMC
        15827533          Yes                   EMC
        15828414          No                    EMC
        15827793          Yes                   EMC
        15827488          No                    EMC
        15827816          Yes                   EMC
        15827872          Yes                   EMC
        15827724          Yes                   EMC
        15828177          Yes                   EMC
        15827387          Yes                   EMC
        15827693          Yes                   EMC
        15827213          No                    EMC
        15828912          Yes                   EMC
        15827278          Yes                   EMC
        15827293          Yes                   EMC
        15828752          Yes                   EMC
        15828442          No                    EMC
        15828245          Yes                   EMC
        15827081          Yes                   EMC
        15827604          Yes                   EMC
        15828893          Yes                   EMC
        15828759          Yes                   EMC
        15828247          Yes                   EMC
        15827621          Yes                   EMC
        15826854          Yes                   EMC
        15827590          Yes                   EMC
        15827762          Yes                   EMC
        15828526          Yes                   EMC
        15828119          Yes                   EMC
        15826947          No                    EMC
        15828086          Yes                   EMC
        15829042          Yes                   MASTER FUNDING
        15828215          No                    MASTER FUNDING
        15828294          No                    MASTER FUNDING
        15827476          No                    MASTER FUNDING
        15828303          Yes                   EMC
        15828829          No                    MASTER FUNDING
        15827620          Yes                   EMC
        15829121          Yes                   EMC
        15828296          Yes                   MASTER FUNDING
        15828118          No                    EMC
        15828921          Yes                   MASTER FUNDING
        15828884          No                    EMC
        15828951          Yes                   EMC
        15827690          Yes                   EMC
        15827194          No                    EMC
        15828353          Yes                   EMC
        15827245          Yes                   EMC
        15827483          No                    EMC
        15828206          Yes                   MASTER FUNDING
        15828635          Yes                   EMC
        15826734          No                    EMC
        15897929          No                    MASTER FUNDING
        15828158          Yes                   EMC
        15829087          Yes                   EMC
        15828603          Yes                   EMC
        15828207          Yes                   EMC
        15827218          Yes                   EMC
        15828730          No                    EMC
        15828024          Yes                   EMC
        15827552          Yes                   EMC
        15827101          Yes                   EMC
        15828356          Yes                   EMC
        15827830          Yes                   EMC
        15826908          No                    EMC
        15827789          No                    MASTER FUNDING
        15827633          No                    EMC
        15827794          No                    EMC
        15863900          Yes                   EMC
        15827317          Yes                   EMC
        15826845          Yes                   EMC
        15827856          Yes                   MASTER FUNDING
        15828982          No                    EMC
        15828569          Yes                   MASTER FUNDING
        15826861          Yes                   EMC
        15828684          Yes                   EMC
        15826602          Yes                   EMC
        15828233          Yes                   EMC
        15737757          No                    MASTER FUNDING
        15737754          No                    MASTER FUNDING
        15737661          No                    EMC
        15828229          Yes                   EMC
        15828312          Yes                   MASTER FUNDING
        15827009          Yes                   EMC
        15827168          Yes                   MASTER FUNDING
        15828105          Yes                   EMC
        15827918          Yes                   EMC
        15828596          Yes                   EMC
        15828583          Yes                   EMC
        15827479          Yes                   EMC
        15828306          No                    EMC
        15828533          No                    EMC
        15827797          Yes                   EMC
        15826860          Yes                   EMC
        15828673          Yes                   EMC
        15826867          Yes                   EMC
        15827071          Yes                   EMC
        15827337          Yes                   EMC
        15826815          Yes                   EMC
        15828456          Yes                   EMC
        15826953          Yes                   MASTER FUNDING
        15828018          Yes                   EMC
        15827520          Yes                   EMC
        15828595          No                    EMC
        15827374          Yes                   EMC
        15826899          Yes                   EMC
        15826688          Yes                   EMC
        15828184          Yes                   EMC
        15898009          Yes                   MASTER FUNDING
        15899159          Yes                   EMC
        15828701          Yes                   EMC
        15828176          No                    EMC
        15828738          Yes                   EMC
        15826702          Yes                   EMC
        15828220          Yes                   EMC
        15826690          Yes                   MASTER FUNDING
        15828972          Yes                   EMC
        15826758          Yes                   EMC
        15827566          Yes                   EMC
        15828496          Yes                   MASTER FUNDING
        15827658          Yes                   EMC
        15826705          Yes                   EMC
        15737707          No                    EMC
        15828645          No                    MASTER FUNDING
        15827202          Yes                   EMC
        15826655          Yes                   EMC
        15829082          Yes                   EMC
        15827164          Yes                   EMC
        15828587          Yes                   EMC
        15827526          Yes                   EMC
        15826656          No                    MASTER FUNDING
        15827653          Yes                   EMC
        15827760          No                    MASTER FUNDING
        15826884          Yes                   MASTER FUNDING
        15826650          Yes                   MASTER FUNDING
        15828483          Yes                   MASTER FUNDING
        15827645          Yes                   MASTER FUNDING
        15828573          Yes                   EMC
        15827977          Yes                   MASTER FUNDING
        15827905          Yes                   EMC
        15827923          Yes                   MASTER FUNDING
        15828716          Yes                   MASTER FUNDING
        15826840          Yes                   MASTER FUNDING
        15827850          No                    EMC
        15827811          No                    MASTER FUNDING
        15828266          No                    EMC
        15827756          Yes                   MASTER FUNDING
        15827864          Yes                   EMC
        15827208          Yes                   EMC
        15828254          No                    EMC
        15828864          No                    MASTER FUNDING
        15828984          Yes                   EMC
        15827127          Yes                   EMC
        15828931          Yes                   EMC
        15828239          No                    EMC
        15827848          Yes                   EMC
        15828503          No                    MASTER FUNDING
        15827212          Yes                   MASTER FUNDING
        15827037          Yes                   EMC
        15826636          No                    MASTER FUNDING
        15827496          Yes                   EMC
        15829071          No                    EMC
        15827623          Yes                   EMC
        15828856          Yes                   EMC
        15828750          Yes                   EMC
        15828990          Yes                   EMC
        15826980          Yes                   EMC
        15828625          Yes                   EMC
        15827572          Yes                   EMC
        15828479          Yes                   MASTER FUNDING
        15827947          Yes                   EMC
        15828477          Yes                   EMC
        15827706          Yes                   EMC
        15828056          Yes                   EMC
        15826693          Yes                   EMC
        15827708          Yes                   EMC
        15826864          No                    EMC
        15827660          Yes                   EMC
        15827352          No                    EMC
        15828472          Yes                   EMC
        15827302          No                    EMC
        15828878          No                    EMC
        15827640          Yes                   EMC
        15721477          No                    EMC
        15719137          No                    EMC
        15737704          Yes                   MASTER FUNDING
        15827375          No                    EMC
        15829090          Yes                   EMC
        15719127          No                    EMC
        15828936          No                    EMC
        15827813          Yes                   EMC
        15827242          No                    EMC
        15827271          No                    EMC
        15829108          Yes                   EMC
        15827755          Yes                   EMC
        15828063          Yes                   EMC
        15828002          Yes                   MASTER FUNDING
        15827280          Yes                   MASTER FUNDING
        15826929          Yes                   EMC
        15828161          Yes                   EMC
        15828270          Yes                   EMC
        15827192          Yes                   EMC
        15827085          Yes                   EMC
        15828258          Yes                   EMC
        15828920          Yes                   EMC
        15785811          Yes                   EMC
        15827602          Yes                   EMC
        15897315          No                    EMC
        15828530          Yes                   EMC
        15827103          Yes                   EMC
        15827744          Yes                   MASTER FUNDING
        15827615          Yes                   MASTER FUNDING
        15827560          Yes                   EMC
        15829027          Yes                   EMC
        15828681          No                    EMC
        15829114          Yes                   EMC
        15828360          Yes                   EMC
        15827244          Yes                   MASTER FUNDING
        15828562          Yes                   EMC
        15827373          Yes                   MASTER FUNDING
        15826782          Yes                   EMC
        15827027          Yes                   EMC
        15828246          Yes                   EMC
        15827524          Yes                   EMC
        15828801          No                    MASTER FUNDING
        15827205          Yes                   EMC
        15828930          Yes                   EMC
        15828554          Yes                   EMC
        15829046          Yes                   MASTER FUNDING
        15828495          Yes                   EMC
        15828400          Yes                   EMC
        15828965          Yes                   EMC
        15827740          Yes                   EMC
        15828399          Yes                   EMC
        15828802          Yes                   MASTER FUNDING
        15828769          Yes                   MASTER FUNDING
        15828043          Yes                   MASTER FUNDING
        15828102          Yes                   EMC
        15827344          Yes                   EMC
        15828542          Yes                   EMC
        15828932          Yes                   MASTER FUNDING
        15827733          Yes                   EMC
        15828263          No                    EMC
        15827150          Yes                   EMC
        15827392          Yes                   MASTER FUNDING
        15897944          Yes                   EMC
        15828636          Yes                   EMC
        15829086          Yes                   EMC
        15827010          Yes                   MASTER FUNDING
        15826587          No                    EMC
        15826944          Yes                   EMC
        15828419          Yes                   EMC
        15828475          Yes                   EMC
        15828338          Yes                   EMC
        15826952          Yes                   MASTER FUNDING
        15828713          Yes                   EMC
        15828401          Yes                   MASTER FUNDING
        15827332          Yes                   EMC
        15827432          Yes                   EMC
        15826889          Yes                   EMC
        15826752          Yes                   EMC
        15827625          Yes                   MASTER FUNDING
        15826856          Yes                   EMC
        15828539          Yes                   MASTER FUNDING
        15828332          Yes                   MASTER FUNDING
        15826617          Yes                   EMC
        15826820          No                    EMC
        15826575          Yes                   EMC
        15829018          No                    MASTER FUNDING
        15827772          No                    EMC
        15827290          No                    MASTER FUNDING
        15827148          Yes                   EMC
        15827662          No                    EMC
        15827567          Yes                   MASTER FUNDING
        15828197          No                    EMC
        15827134          No                    EMC
        15897367          No                    MASTER FUNDING
        15828983          Yes                   EMC
        15828050          Yes                   EMC
        15827463          Yes                   MASTER FUNDING
        15826986          Yes                   EMC
        15828097          Yes                   EMC
        15827177          No                    EMC
        15828806          No                    MASTER FUNDING
        15828355          Yes                   EMC
        15826921          No                    EMC
        15828358          Yes                   EMC
        15827651          Yes                   EMC
        15827416          Yes                   EMC
        15826853          Yes                   EMC
        15827984          No                    MASTER FUNDING
        15829007          Yes                   EMC
        15827592          Yes                   EMC
        15827722          Yes                   EMC
        15828827          Yes                   EMC
        15828205          Yes                   MASTER FUNDING
        15829061          No                    EMC
        15826659          Yes                   EMC
        15827543          Yes                   EMC
        15827220          Yes                   EMC
        15828566          Yes                   EMC
        15827277          Yes                   EMC
        15826923          Yes                   EMC
        15827532          Yes                   EMC
        15826585          Yes                   EMC
        15828189          Yes                   EMC
        15828439          Yes                   EMC
        15828421          No                    MASTER FUNDING
        15826763          Yes                   EMC
        15737766          No                    EMC
        15826790          No                    EMC
        15829085          Yes                   EMC
        15827585          No                    EMC
        15826846          Yes                   EMC
        15826893          Yes                   EMC
        15827156          Yes                   EMC
        15828733          Yes                   EMC
        15827078          Yes                   EMC
        15827412          Yes                   EMC
        15826652          Yes                   EMC
        15827269          Yes                   EMC
        15829117          Yes                   EMC
        15827853          Yes                   MASTER FUNDING
        15827112          Yes                   EMC
        15826580          Yes                   EMC
        15828686          Yes                   MASTER FUNDING
        15826577          Yes                   EMC
        15827508          No                    EMC
        15828431          Yes                   EMC
        15829126          Yes                   MASTER FUNDING
        15827452          Yes                   EMC
        15826726          No                    EMC
        15828446          Yes                   EMC
        15827125          No                    EMC
        15826881          Yes                   EMC
        15829024          Yes                   EMC
        15828677          Yes                   EMC
        15827720          Yes                   EMC
        15826615          No                    EMC
        15828940          Yes                   EMC
        15827299          No                    EMC
        15828005          Yes                   EMC
        15829101          Yes                   EMC
        15828869          Yes                   EMC
        15828952          No                    EMC
        15828833          Yes                   EMC
        15826608          Yes                   EMC
        15828504          Yes                   EMC
        15828980          Yes                   MASTER FUNDING
        15827805          No                    EMC
        15827239          Yes                   EMC
        15827261          Yes                   MASTER FUNDING
        15906496          No                    MASTER FUNDING
        15828597          Yes                   EMC
        15828524          Yes                   MASTER FUNDING
        15828376          Yes                   EMC
        15721427          No                    MASTER FUNDING
        15826635          Yes                   EMC
        15827826          Yes                   EMC
        15827542          Yes                   EMC
        15828457          Yes                   EMC
        15827323          Yes                   EMC
        15826942          No                    EMC
        15827004          No                    EMC
        15827928          Yes                   EMC
        15827506          Yes                   EMC
        15828126          Yes                   EMC
        15827951          Yes                   EMC
        15828784          Yes                   EMC
        15828175          Yes                   EMC
        15827571          No                    EMC
        15897913          Yes                   EMC
        15930846          Yes                   EMC
        15828320          Yes                   EMC
        15827775          Yes                   MASTER FUNDING
        15827629          No                    EMC
        15828922          No                    MASTER FUNDING
        15826857          Yes                   EMC
        15827845          Yes                   EMC
        15828979          No                    EMC
        15828331          Yes                   EMC
        15829035          Yes                   EMC
        15828464          Yes                   EMC
        15827627          Yes                   EMC
        15828795          Yes                   EMC
        15827664          No                    MASTER FUNDING
        15828225          Yes                   EMC
        15826936          Yes                   EMC
        15828196          No                    EMC
        15828149          Yes                   MASTER FUNDING
        15827887          Yes                   EMC
        15828933          Yes                   EMC
        15827504          Yes                   EMC
        15826886          Yes                   EMC
        15828517          Yes                   MASTER FUNDING
        15828016          Yes                   EMC
        15827303          Yes                   EMC
        15654342          No                    EMC
        15827868          Yes                   EMC
        15827818          Yes                   EMC
        15828077          Yes                   EMC
        15828736          Yes                   EMC
        15827068          No                    EMC
        15897432          Yes                   MASTER FUNDING
        15826831          Yes                   EMC
        15828507          Yes                   EMC
        15827230          Yes                   MASTER FUNDING
        15721467          Yes                   MASTER FUNDING
        15827423          Yes                   MASTER FUNDING
        15827665          No                    EMC
        15828313          Yes                   EMC
        15827394          No                    EMC
        15827282          Yes                   MASTER FUNDING
        15827981          Yes                   MASTER FUNDING
        15828453          Yes                   EMC
        15828925          Yes                   EMC
        15827963          No                    EMC
        15828428          Yes                   EMC
        15827936          Yes                   EMC
        15827680          No                    MASTER FUNDING
        15828991          Yes                   EMC
        15828939          Yes                   EMC
        15827379          Yes                   EMC
        15827066          No                    EMC
        15826985          Yes                   EMC
        15827647          Yes                   EMC
        15827345          Yes                   EMC
        15828415          Yes                   EMC
        15828145          No                    EMC
        15827459          Yes                   EMC
        15828210          Yes                   EMC
        15827120          Yes                   EMC
        15826957          Yes                   EMC
        15827537          Yes                   EMC
        15827002          Yes                   EMC
        15826911          Yes                   EMC
        15827603          Yes                   EMC
        15827966          Yes                   EMC
        15828647          Yes                   EMC
        15826877          Yes                   EMC
        15828649          No                    EMC
        15827728          No                    EMC
        15827310          Yes                   EMC
        15828519          Yes                   EMC
        15827466          Yes                   EMC
        15827215          Yes                   MASTER FUNDING
        15826945          Yes                   EMC
        15828792          No                    MASTER FUNDING
        15899267          Yes                   MASTER FUNDING
        15828081          No                    EMC
        15897923          No                    MASTER FUNDING
        15827006          Yes                   EMC
        15828831          Yes                   EMC
        15828600          Yes                   EMC
        15829005          Yes                   MASTER FUNDING
        15828803          Yes                   EMC
        15827994          No                    EMC
        15828897          Yes                   EMC
        15828669          Yes                   EMC
        15828611          Yes                   EMC
        15827448          Yes                   EMC
        15827079          Yes                   MASTER FUNDING
        15826697          Yes                   EMC
        15827654          Yes                   EMC
        15826725          No                    MASTER FUNDING
        15826603          Yes                   EMC
        15826745          Yes                   EMC
        15827937          No                    EMC
        15827438          Yes                   MASTER FUNDING
        15828919          Yes                   EMC
        15828103          Yes                   EMC
        15826810          Yes                   EMC
        15827614          No                    EMC
        15828711          Yes                   EMC
        15828584          Yes                   EMC
        15826747          Yes                   EMC
        15826873          Yes                   EMC
        15827358          Yes                   EMC
        15828373          Yes                   MASTER FUNDING
        15827073          Yes                   MASTER FUNDING
        15828964          Yes                   EMC
        15827104          Yes                   EMC
        15827480          Yes                   EMC
        15827995          Yes                   EMC
        15827198          Yes                   EMC
        15737808          No                    MASTER FUNDING
        15826665          Yes                   MASTER FUNDING
        15828490          Yes                   EMC
        15827049          Yes                   EMC
        15827207          Yes                   EMC
        15405864          Yes                   EMC
        15906509          Yes                   MASTER FUNDING
        15826754          Yes                   EMC
        15829068          Yes                   EMC
        15828586          Yes                   EMC
        15827721          Yes                   EMC
        15826996          Yes                   EMC
        15828863          Yes                   MASTER FUNDING
        15827912          Yes                   EMC
        15827827          Yes                   MASTER FUNDING
        15827921          Yes                   EMC
        15827304          No                    EMC
        15828192          Yes                   EMC
        15827889          No                    EMC
        15828842          No                    EMC
        15826678          Yes                   EMC
        15828835          No                    EMC
        15826935          Yes                   EMC
        15826695          No                    EMC
        15829094          Yes                   EMC
        15827824          Yes                   EMC
        15829081          Yes                   MASTER FUNDING
        15828693          Yes                   EMC
        15829006          Yes                   EMC
        15827568          Yes                   EMC
        15869065          Yes                   EMC
        15826591          Yes                   EMC
        15827113          Yes                   EMC
        15827190          No                    EMC
        15828704          Yes                   EMC
        15828350          No                    MASTER FUNDING
        15721253          Yes                   MASTER FUNDING
        15828956          Yes                   EMC
        15828211          Yes                   MASTER FUNDING
        15827507          Yes                   MASTER FUNDING
        15828638          Yes                   EMC
        15828172          Yes                   MASTER FUNDING
        15827440          Yes                   EMC
        15827072          Yes                   EMC
        15828735          Yes                   MASTER FUNDING
        15826917          Yes                   EMC
        15827339          No                    MASTER FUNDING
        15828110          Yes                   EMC
        15828834          Yes                   EMC
        15828837          Yes                   EMC
        15829011          Yes                   EMC
        15828075          Yes                   EMC
        15827232          Yes                   EMC
        15826793          Yes                   EMC
        15826567          Yes                   MASTER FUNDING
        15827934          No                    EMC
        15827698          No                    MASTER FUNDING
        15827879          Yes                   EMC
        15828703          Yes                   EMC
        15828040          Yes                   EMC
        15828433          Yes                   EMC
        15826710          Yes                   EMC
        15828605          No                    EMC
        15827619          Yes                   EMC
        15826965          Yes                   EMC
        15828408          Yes                   MASTER FUNDING
        15828059          Yes                   MASTER FUNDING
        15827455          No                    EMC
        15828753          No                    EMC
        15827913          No                    EMC
        15826814          Yes                   EMC
        15826843          Yes                   EMC
        15827498          No                    MASTER FUNDING
        15826910          Yes                   EMC
        15828966          Yes                   EMC
        15826643          Yes                   EMC
        15827454          No                    EMC
        15828374          No                    MASTER FUNDING
        15827809          Yes                   EMC
        15827907          Yes                   EMC
        15827497          Yes                   EMC
        15828796          Yes                   EMC
        15827408          No                    EMC
        15827530          Yes                   EMC
        15827425          Yes                   EMC
        15827474          Yes                   EMC
        15826976          Yes                   EMC
        15828287          Yes                   EMC
        15828707          Yes                   EMC
        15865118          Yes                   MASTER FUNDING
        15828323          Yes                   EMC
        15826898          No                    EMC
        15826783          Yes                   EMC
        15827503          Yes                   EMC
        15828463          Yes                   EMC
        15827281          No                    EMC
        15829079          Yes                   EMC
        15827795          Yes                   EMC
        15828437          Yes                   EMC
        15828232          Yes                   EMC
        15899135          Yes                   MASTER FUNDING
        15828814          Yes                   EMC
        15899218          Yes                   MASTER FUNDING
        15897884          Yes                   MASTER FUNDING
        15828994          Yes                   EMC
        15404557          Yes                   EMC
        15826605          Yes                   EMC
        15863867          Yes                   EMC
        15737755          No                    EMC
        15827211          No                    EMC
        15827447          Yes                   EMC
        15829105          No                    MASTER FUNDING
        15828998          Yes                   EMC
        15827160          No                    MASTER FUNDING
        15827782          Yes                   EMC
        15827415          No                    MASTER FUNDING
        15737796          No                    EMC
        15828622          Yes                   EMC
        15827516          Yes                   MASTER FUNDING
        15826730          Yes                   EMC
        15827764          Yes                   MASTER FUNDING
        15826728          Yes                   EMC
        15827391          Yes                   EMC
        15737701          Yes                   MASTER FUNDING
        15827437          Yes                   EMC
        15827050          Yes                   EMC
        15827422          Yes                   MASTER FUNDING
        15828491          No                    EMC
        15826753          Yes                   EMC
        15826786          Yes                   EMC
        15827152          Yes                   EMC
        15828403          Yes                   EMC
        15828462          Yes                   EMC
        15828285          Yes                   EMC
        15827844          Yes                   EMC
        15827869          Yes                   EMC
        15827839          Yes                   EMC
        15827377          No                    EMC
        15826619          No                    EMC
        15828541          Yes                   MASTER FUNDING
        15828183          Yes                   EMC
        15827258          Yes                   EMC
        15827594          Yes                   MASTER FUNDING
        15828574          Yes                   EMC
        15828417          No                    MASTER FUNDING
        15826715          Yes                   MASTER FUNDING
        15827573          Yes                   EMC
        15827674          Yes                   MASTER FUNDING
        15827932          Yes                   EMC
        15827026          Yes                   EMC
        15827201          Yes                   EMC
        15826751          Yes                   EMC
        15829015          Yes                   EMC
        15828253          Yes                   EMC
        15827270          Yes                   MASTER FUNDING
        15828384          Yes                   EMC
        15827149          No                    EMC
        15827439          Yes                   EMC
        15828035          Yes                   MASTER FUNDING
        15827563          Yes                   EMC
        15828525          No                    EMC
        15829120          No                    EMC
        15829022          Yes                   EMC
        15652531          Yes                   EMC
        15828762          No                    MASTER FUNDING
        15828798          Yes                   EMC
        15829104          Yes                   EMC
        15829059          No                    EMC
        15828234          Yes                   EMC
        15721243          Yes                   EMC
        15828330          No                    MASTER FUNDING
        15828710          No                    EMC
        15827159          No                    MASTER FUNDING
        15827598          Yes                   EMC
        15827462          Yes                   MASTER FUNDING
        15828073          Yes                   EMC
        15828047          Yes                   EMC
        15829058          No                    EMC
        15826894          Yes                   EMC
        15828314          Yes                   EMC
        15828076          Yes                   EMC
        15827058          No                    EMC
        15828352          Yes                   EMC
        15828911          No                    EMC
        15828836          Yes                   MASTER FUNDING
        15897576          No                    MASTER FUNDING
        15827880          Yes                   EMC
        15826593          No                    EMC
        15827945          Yes                   MASTER FUNDING
        15827582          Yes                   EMC
        15829060          Yes                   MASTER FUNDING
        15828914          No                    EMC
        15828466          Yes                   EMC
        15826979          No                    EMC
        15927260          Yes                   MASTER FUNDING
        15828879          No                    EMC
        15827305          No                    EMC
        15899237          Yes                   MASTER FUNDING
        15828473          Yes                   MASTER FUNDING
        15828138          Yes                   EMC
        15828104          Yes                   EMC
        15828999          Yes                   EMC
        15897794          Yes                   EMC
        15721122          No                    EMC
        15827781          Yes                   EMC
        15828887          Yes                   MASTER FUNDING
        15828006          Yes                   EMC
        15828709          Yes                   EMC
        15828357          No                    EMC
        15897278          Yes                   EMC
        15827279          Yes                   MASTER FUNDING
        15828616          No                    EMC
        15828563          Yes                   MASTER FUNDING
        15828029          Yes                   EMC
        15827687          Yes                   MASTER FUNDING
        15828114          Yes                   EMC
        15828221          No                    EMC
        15826616          Yes                   EMC
        15827632          Yes                   EMC
        15827860          No                    EMC
        15826701          Yes                   EMC
        15826932          Yes                   EMC
        15828238          Yes                   EMC
        15828124          Yes                   EMC
        15828910          Yes                   EMC
        15827129          Yes                   MASTER FUNDING
        15829047          Yes                   EMC
        15826634          No                    MASTER FUNDING
        15826750          Yes                   EMC
        15719125          No                    MASTER FUNDING
        15827548          Yes                   EMC
        15828061          Yes                   EMC
        15828666          Yes                   MASTER FUNDING
        15827105          Yes                   EMC
        15827477          Yes                   EMC
        15828150          Yes                   EMC
        15828279          No                    EMC
        15828025          Yes                   EMC
        15828305          Yes                   EMC
        15828688          Yes                   EMC
        15827610          No                    EMC
        15827763          Yes                   MASTER FUNDING
        15827587          Yes                   EMC
        15721376          Yes                   EMC
        15828084          Yes                   EMC
        15827118          No                    EMC
        15828187          No                    EMC
        15827076          Yes                   EMC
        15827292          Yes                   EMC
        15828815          Yes                   EMC
        15828034          No                    EMC
        15827643          Yes                   EMC
        15827193          Yes                   EMC
        15828451          Yes                   EMC
        15827034          Yes                   EMC
        15827368          Yes                   EMC
        15829069          Yes                   EMC
        15826767          Yes                   EMC
        15828793          Yes                   EMC
        15828028          Yes                   EMC
        15827458          Yes                   EMC
        15827729          Yes                   EMC
        15827163          Yes                   EMC
        15828406          Yes                   EMC
        15827685          Yes                   EMC
        15827906          Yes                   EMC
        15826667          Yes                   EMC
        15828478          No                    MASTER FUNDING
        15826959          No                    EMC
        15828761          Yes                   MASTER FUNDING
        15827288          Yes                   EMC
        15826984          Yes                   EMC
        15828157          No                    EMC
        15829055          Yes                   EMC
        15827467          Yes                   MASTER FUNDING
        15721236          Yes                   EMC
        15828341          Yes                   MASTER FUNDING
        15828680          Yes                   EMC
        15827048          Yes                   MASTER FUNDING
        15828653          Yes                   EMC
        15721409          Yes                   EMC
        15828368          Yes                   EMC
        15827209          Yes                   EMC
        15829034          Yes                   MASTER FUNDING
        15828311          Yes                   EMC
        15828065          Yes                   EMC
        15826578          Yes                   EMC
        15828593          Yes                   EMC
        15827953          Yes                   EMC
        15827403          Yes                   EMC
        15827987          Yes                   EMC
        15827867          Yes                   MASTER FUNDING
        15827779          Yes                   EMC
        15828875          Yes                   EMC
        15826622          Yes                   EMC
        15828342          No                    EMC
        15827903          Yes                   EMC
        15828393          Yes                   EMC
        15828781          No                    EMC
        15827266          Yes                   EMC
        15827064          No                    EMC
        15646006          No                    EMC
        15828561          Yes                   EMC
        15827529          No                    EMC
        15826927          Yes                   MASTER FUNDING
        15826909          Yes                   EMC
        15828436          No                    EMC
        15827133          No                    EMC
        15827515          Yes                   EMC
        15828708          Yes                   EMC
        15827958          Yes                   EMC
        15827013          Yes                   EMC
        15826599          Yes                   EMC
        15828915          Yes                   EMC
        15827117          Yes                   EMC
        15828923          Yes                   EMC
        15826698          Yes                   EMC
        15829038          Yes                   EMC
        15827200          Yes                   EMC
        15828667          No                    EMC
        15827904          Yes                   EMC
        15827122          Yes                   EMC
        15828333          Yes                   EMC
        15828228          Yes                   EMC
        15828160          Yes                   EMC
        15827646          Yes                   MASTER FUNDING
        15878723          No                    MASTER FUNDING
        15828449          Yes                   EMC
        15827769          Yes                   EMC
        15827059          No                    EMC
        15826670          Yes                   MASTER FUNDING
        15828117          Yes                   EMC
        15826759          Yes                   EMC
        15827578          No                    EMC
        15826565          Yes                   EMC
        15737853          No                    EMC
        15827189          Yes                   EMC
        15899147          Yes                   MASTER FUNDING
        15827624          Yes                   MASTER FUNDING
        15827522          Yes                   EMC
        15827128          No                    EMC
        15827427          Yes                   MASTER FUNDING
        15828995          No                    EMC
        15827153          Yes                   EMC
        15827110          Yes                   EMC
        15828198          No                    EMC
        15827238          Yes                   EMC
        15827673          No                    MASTER FUNDING
        15828739          Yes                   EMC
        15826994          Yes                   MASTER FUNDING
        15827492          Yes                   EMC
        15826573          No                    EMC
        15828843          No                    EMC
        15827702          No                    EMC
        15826789          No                    EMC
        15828578          Yes                   EMC
        15828986          Yes                   EMC
        15827263          Yes                   EMC
        15826666          Yes                   EMC
        15828577          Yes                   EMC
        15826716          No                    MASTER FUNDING
        15828540          Yes                   EMC
        15827899          Yes                   MASTER FUNDING
        15827330          Yes                   EMC
        15828060          No                    EMC
        15826689          Yes                   EMC
        15826943          Yes                   MASTER FUNDING
        15826711          No                    MASTER FUNDING
        15828848          Yes                   MASTER FUNDING
        15827976          Yes                   EMC
        15827551          Yes                   EMC
        15827580          No                    EMC
        15826972          Yes                   EMC
        15828498          Yes                   MASTER FUNDING
        15829010          No                    EMC
        15827737          Yes                   EMC
        15827130          Yes                   EMC
        15828663          Yes                   EMC
        15828967          No                    EMC
        15829056          Yes                   EMC
        15828929          No                    EMC
        15863918          Yes                   MASTER FUNDING
        15827021          No                    EMC
        15828382          Yes                   MASTER FUNDING
        15828632          No                    EMC
        15827286          Yes                   EMC
        15826802          Yes                   EMC
        15827065          Yes                   EMC
        15826801          Yes                   EMC
        15828642          No                    EMC
        15827370          Yes                   EMC
        15827228          Yes                   EMC
        15828348          Yes                   EMC
        15826696          Yes                   MASTER FUNDING
        15829093          Yes                   EMC
        15827028          Yes                   EMC
        15828748          Yes                   EMC
        15827900          Yes                   MASTER FUNDING
        15826878          No                    EMC
        15826837          No                    EMC
        15828977          No                    EMC
        15827019          No                    EMC
        15827821          No                    EMC
        15827257          Yes                   EMC
        15828290          Yes                   EMC
        15826582          Yes                   EMC
        15828165          Yes                   EMC
        15828674          Yes                   EMC
        15827287          Yes                   MASTER FUNDING
        15828361          Yes                   EMC
        15826960          Yes                   EMC
        15827442          Yes                   EMC
        15827697          Yes                   MASTER FUNDING
        15828888          No                    EMC
        15828222          Yes                   EMC
        15827023          Yes                   MASTER FUNDING
        15826930          No                    MASTER FUNDING
        15827489          Yes                   MASTER FUNDING
        15827862          Yes                   MASTER FUNDING
        15828572          Yes                   MASTER FUNDING
        15827635          Yes                   EMC
        15827709          Yes                   EMC
        15827308          Yes                   MASTER FUNDING
        15826871          Yes                   MASTER FUNDING
        15828193          Yes                   EMC
        15827060          No                    EMC
        15828432          Yes                   EMC
        15827001          Yes                   EMC
        15829118          No                    EMC
        15827703          Yes                   MASTER FUNDING
        15785886          Yes                   EMC
        15826950          Yes                   EMC
        15828243          Yes                   EMC
        15827333          No                    EMC
        15828916          Yes                   EMC
        15826785          Yes                   EMC
        15829030          Yes                   EMC
        15826589          Yes                   EMC
        15827484          Yes                   EMC
        15828366          Yes                   EMC
        15828015          Yes                   MASTER FUNDING
        15827039          Yes                   EMC
        15827173          Yes                   EMC
        15827015          Yes                   EMC
        15827360          Yes                   EMC
        15828557          No                    EMC
        15826584          No                    EMC
        15827372          Yes                   EMC
        15828019          Yes                   EMC
        15828208          Yes                   EMC
        15827335          Yes                   EMC
        15828988          Yes                   EMC
        15826966          Yes                   EMC
        15828023          Yes                   EMC
        15828345          Yes                   EMC
        15827115          No                    EMC
        15826680          Yes                   EMC
        15827000          Yes                   EMC
        15826964          Yes                   EMC
        15828277          Yes                   EMC
        15828528          Yes                   EMC
        15827873          No                    EMC
        15828080          Yes                   MASTER FUNDING
        15827106          Yes                   EMC
        15827018          Yes                   EMC
        15826922          No                    EMC
        15829076          No                    EMC
        15826796          Yes                   EMC
        15828089          Yes                   EMC
        15827326          Yes                   EMC
        15828772          Yes                   EMC
        15828095          Yes                   EMC
        15827008          Yes                   EMC
        15826757          No                    EMC
        15826682          Yes                   EMC
        15828971          No                    EMC
        15827752          Yes                   EMC
        15826937          Yes                   EMC
        15828497          Yes                   EMC
        15828049          Yes                   EMC
        15826773          Yes                   EMC
        15878932          Yes                   EMC
        15827518          Yes                   EMC
        15826756          No                    EMC
        15826639          Yes                   EMC
        15827828          Yes                   EMC
        15827970          Yes                   EMC
        15828699          Yes                   EMC
        15826738          No                    EMC
        15826601          Yes                   EMC
        15827233          No                    EMC
        15826855          Yes                   EMC
        15827759          Yes                   EMC
        15827545          Yes                   MASTER FUNDING
        15827535          Yes                   EMC
        15826586          Yes                   EMC
        15828194          Yes                   EMC
        15827141          No                    EMC
        15828467          Yes                   EMC
        15827589          Yes                   EMC
        15826651          Yes                   EMC
        15828860          Yes                   MASTER FUNDING
        15826904          Yes                   EMC
        15828383          Yes                   EMC
        15828515          Yes                   EMC
        15829012          Yes                   EMC
        15827655          Yes                   EMC
        15826897          No                    EMC
        15827389          Yes                   EMC
        15826740          Yes                   EMC
        15828146          Yes                   EMC
        15827171          No                    EMC
        15828237          No                    EMC
        15829098          Yes                   EMC
        15826583          No                    EMC
        15827195          No                    EMC
        15827957          Yes                   EMC
        15827956          Yes                   EMC
        15827705          Yes                   EMC
        15827922          Yes                   MASTER FUNDING
        15828650          No                    EMC
        15828512          Yes                   MASTER FUNDING
        15827968          No                    EMC
        15827796          Yes                   EMC
        15827385          Yes                   EMC
        15828865          Yes                   MASTER FUNDING
        15828890          Yes                   EMC
        15828001          Yes                   EMC
        15827495          Yes                   EMC
        15826632          Yes                   EMC
        15828273          Yes                   EMC
        15827962          Yes                   EMC
        15828778          No                    MASTER FUNDING
        15828094          Yes                   EMC
        15826816          No                    EMC
        15826675          Yes                   EMC
        15828328          No                    MASTER FUNDING
        15828405          Yes                   EMC
        15828329          Yes                   EMC
        15826630          Yes                   MASTER FUNDING
        15826819          Yes                   EMC
        15827517          Yes                   EMC
        15827296          Yes                   MASTER FUNDING
        15829099          Yes                   EMC
        15828599          Yes                   EMC
        15828918          No                    EMC
        15827167          Yes                   EMC
        15878801          No                    MASTER FUNDING
        15828072          Yes                   EMC
        15827725          Yes                   EMC
        15878510          Yes                   MASTER FUNDING
        15827356          Yes                   EMC
        15827870          Yes                   EMC
        15826704          No                    EMC
        15828567          Yes                   EMC
        15827911          Yes                   MASTER FUNDING
        15827757          No                    MASTER FUNDING
        15828658          Yes                   EMC
        15826703          Yes                   EMC
        15829122          No                    EMC
        15827825          Yes                   EMC
        15827727          Yes                   EMC
        15828615          Yes                   EMC
        15828832          Yes                   EMC
        15827109          Yes                   EMC
        15826940          Yes                   MASTER FUNDING
        15827980          Yes                   MASTER FUNDING
        15826766          Yes                   EMC
        15828418          Yes                   EMC
        15827865          Yes                   MASTER FUNDING
        15826564          Yes                   MASTER FUNDING
        15827659          No                    MASTER FUNDING
        15828881          Yes                   MASTER FUNDING
        15652530          No                    EMC
        15828133          Yes                   MASTER FUNDING
        15829067          Yes                   MASTER FUNDING
        15828310          Yes                   EMC
        15827445          No                    EMC
        15829062          Yes                   EMC
        15827396          No                    EMC
        15827381          Yes                   EMC
        15826863          Yes                   EMC
        15828828          Yes                   EMC
        15828989          No                    MASTER FUNDING
        15828774          Yes                   EMC
        15829110          Yes                   MASTER FUNDING
        15826926          No                    MASTER FUNDING
        15826925          No                    EMC
        15827622          Yes                   MASTER FUNDING
        15828427          Yes                   EMC
        15828027          Yes                   MASTER FUNDING
        15828288          Yes                   MASTER FUNDING
        15828250          Yes                   EMC
        15827366          No                    EMC
        15828564          Yes                   EMC
        15827162          Yes                   MASTER FUNDING
        15828139          No                    EMC
        15827694          Yes                   EMC
        15827596          No                    EMC
        15828304          Yes                   EMC
        15897298          Yes                   MASTER FUNDING
        15826892          No                    EMC
        15827771          Yes                   EMC
        15826998          No                    EMC
        15826755          Yes                   MASTER FUNDING
        15828794          Yes                   EMC
        15897961          Yes                   EMC
        15828639          Yes                   EMC
        15828689          Yes                   EMC
        15829066          No                    EMC
        15828410          Yes                   EMC
        15826774          Yes                   EMC
        15828510          No                    EMC
        15827501          Yes                   MASTER FUNDING
        15827586          Yes                   EMC
        15826717          Yes                   MASTER FUNDING
        15826830          No                    MASTER FUNDING
        15827686          Yes                   EMC
        15826712          No                    EMC
        15827717          Yes                   EMC
        15828038          Yes                   MASTER FUNDING
        15827700          Yes                   EMC
        15827431          No                    EMC
        15828676          Yes                   EMC
        15828293          Yes                   EMC
        15826870          No                    MASTER FUNDING
        15829004          No                    EMC
        15827618          Yes                   MASTER FUNDING
        15827276          Yes                   MASTER FUNDING
        15829070          Yes                   EMC
        15826795          Yes                   EMC
        15828265          Yes                   EMC
        15827237          Yes                   MASTER FUNDING
        15828722          No                    MASTER FUNDING
        15827274          Yes                   MASTER FUNDING
        15829088          Yes                   EMC
        15828559          Yes                   MASTER FUNDING
        15827035          Yes                   MASTER FUNDING
        15828370          No                    MASTER FUNDING
        15827924          Yes                   EMC
        15826806          Yes                   EMC
        15828626          Yes                   EMC
        15827692          No                    EMC
        15827896          Yes                   MASTER FUNDING
        15828377          Yes                   EMC
        15828946          Yes                   EMC
        15828299          No                    EMC
        15828039          No                    EMC
        15828461          Yes                   EMC
        15827030          Yes                   EMC
        15826839          No                    EMC
        15827102          Yes                   EMC
        15826660          No                    MASTER FUNDING
        15828657          Yes                   MASTER FUNDING
        15827097          Yes                   MASTER FUNDING
        15827857          Yes                   EMC
        15827053          Yes                   MASTER FUNDING
        15826744          Yes                   MASTER FUNDING
        15828154          No                    EMC
        15829048          No                    MASTER FUNDING
        15828745          Yes                   MASTER FUNDING
        15828014          Yes                   MASTER FUNDING
        15828044          Yes                   EMC
        15827430          No                    EMC
        15828325          Yes                   EMC
        15826961          Yes                   MASTER FUNDING
        15827057          No                    MASTER FUNDING
        15828140          Yes                   EMC
        15826924          Yes                   EMC
        15828111          Yes                   EMC
        15828505          Yes                   EMC
        15827638          Yes                   MASTER FUNDING
        15828696          Yes                   EMC
        15828551          No                    EMC
        15827925          Yes                   EMC
        15827750          No                    EMC
        15827259          Yes                   MASTER FUNDING
        15826969          Yes                   MASTER FUNDING
        15828715          No                    MASTER FUNDING
        15827502          No                    MASTER FUNDING
        15827349          No                    MASTER FUNDING
        15826977          Yes                   MASTER FUNDING
        15828170          Yes                   EMC
        15827188          Yes                   EMC
        15827024          Yes                   EMC
        15826962          Yes                   MASTER FUNDING
        15828993          No                    MASTER FUNDING
        15829050          Yes                   EMC
        15826765          Yes                   MASTER FUNDING
        15828109          Yes                   EMC
        15827487          No                    EMC
        15828054          No                    EMC
        15826625          Yes                   MASTER FUNDING
        15828255          No                    EMC
        15828120          Yes                   EMC
        15827927          Yes                   EMC
        15827475          No                    EMC
        15828122          No                    EMC
        15828367          No                    EMC
        15827075          Yes                   MASTER FUNDING
        15828755          No                    EMC
        15828460          Yes                   EMC
        15828905          Yes                   MASTER FUNDING
        15828375          No                    EMC
        15828749          Yes                   MASTER FUNDING
        15827641          Yes                   EMC
        15828840          Yes                   EMC
        15827948          No                    EMC
        15827613          Yes                   EMC
        15827461          Yes                   EMC
        15828240          Yes                   EMC
        15828425          Yes                   MASTER FUNDING
        15827321          Yes                   EMC
        15827990          Yes                   EMC
        15829049          No                    MASTER FUNDING
        15828155          No                    EMC
        15828396          Yes                   MASTER FUNDING
        15827634          Yes                   EMC
        15828955          Yes                   EMC
        15828171          Yes                   EMC
        15828633          Yes                   MASTER FUNDING
        15827807          No                    EMC
        15829125          Yes                   EMC
        15826718          Yes                   EMC
        15828560          Yes                   MASTER FUNDING
        15828644          Yes                   EMC
        15827851          Yes                   MASTER FUNDING
        15827550          Yes                   MASTER FUNDING
        15827505          Yes                   EMC
        15828426          Yes                   EMC
        15828471          No                    EMC
        15827786          Yes                   EMC
        15828776          No                    EMC
        15828136          Yes                   EMC
        15827045          No                    EMC
        15828621          Yes                   MASTER FUNDING
        15827158          Yes                   MASTER FUNDING
        15828398          Yes                   MASTER FUNDING
        15828191          Yes                   EMC
        15828785          Yes                   MASTER FUNDING
        15828655          Yes                   EMC
        15827528          Yes                   MASTER FUNDING
        15827866          Yes                   EMC
        15828500          Yes                   EMC
        15828008          Yes                   EMC
        15826691          Yes                   EMC
        15828267          Yes                   EMC
        15826595          Yes                   MASTER FUNDING
        15827606          Yes                   EMC
        15827166          No                    EMC
        15827559          Yes                   EMC
        15829112          No                    EMC
        15828660          Yes                   MASTER FUNDING
        15828458          Yes                   EMC
        15828938          Yes                   EMC
        15827248          No                    EMC
        15826833          Yes                   EMC
        15827350          Yes                   EMC
        15827359          Yes                   MASTER FUNDING
        15828349          Yes                   EMC
        15827933          Yes                   EMC
        15828259          Yes                   EMC
        15827061          No                    EMC
        15828394          Yes                   EMC
        15827558          Yes                   EMC
        15826638          Yes                   EMC
        15827544          Yes                   MASTER FUNDING
        15827485          No                    MASTER FUNDING
        15828438          Yes                   EMC
        15827174          Yes                   MASTER FUNDING
        15826799          No                    EMC
        15827327          No                    EMC
        15828244          No                    EMC
        15827955          Yes                   EMC
        15828252          No                    EMC
        15827661          No                    EMC
        15827441          Yes                   EMC
        15827074          No                    MASTER FUNDING
        15827038          No                    EMC
        15826946          No                    EMC
        15863966          Yes                   MASTER FUNDING
        15827315          Yes                   EMC
        15826852          Yes                   MASTER FUNDING
        15826709          Yes                   EMC
        15826749          No                    MASTER FUNDING
        15826741          Yes                   MASTER FUNDING
        15827121          Yes                   MASTER FUNDING
        15828052          Yes                   MASTER FUNDING
        15828336          Yes                   MASTER FUNDING
        15828046          Yes                   EMC
        15899117          Yes                   MASTER FUNDING
        15930832          Yes                   MASTER FUNDING
        15826875          Yes                   EMC
        15826812          Yes                   EMC
        15827648          Yes                   EMC
        15827428          No                    MASTER FUNDING
        15828022          Yes                   EMC
        15828295          Yes                   EMC
        15827961          Yes                   MASTER FUNDING
        15828671          Yes                   EMC
        15828538          No                    EMC
        15828354          Yes                   EMC
        15828783          Yes                   EMC
        15828891          Yes                   EMC
        15828100          Yes                   EMC
        15826823          No                    EMC
        15829020          Yes                   MASTER FUNDING
        15826983          Yes                   EMC
        15899236          No                    MASTER FUNDING
        15827340          Yes                   MASTER FUNDING
        15828521          Yes                   EMC
        15828371          Yes                   EMC
        15827328          No                    MASTER FUNDING
        15828547          Yes                   EMC
        15827888          Yes                   EMC
        15826841          No                    MASTER FUNDING
        15737894          Yes                   MASTER FUNDING
        15827732          Yes                   EMC
        15828576          No                    EMC
        15827742          Yes                   EMC
        15897548          No                    MASTER FUNDING
        15878653          Yes                   MASTER FUNDING
        15863874          Yes                   EMC
        15878834          No                    MASTER FUNDING
        15826674          Yes                   EMC
        15737749          Yes                   EMC
        15927229          Yes                   MASTER FUNDING
        15899154          Yes                   MASTER FUNDING
        15897843          No                    EMC
        15737620          No                    MASTER FUNDING
        15721348          No                    MASTER FUNDING
        15654326          Yes                   EMC
        15721117          Yes                   EMC
        15721439          Yes                   EMC
        15897930          Yes                   EMC
        15309275          No                    EMC
        15878654          No                    MASTER FUNDING
        15906340          Yes                   EMC
        15721415          Yes                   EMC
        15897957          Yes                   MASTER FUNDING
        15721358          Yes                   MASTER FUNDING
        15828213          Yes                   EMC
        15719135          No                    MASTER FUNDING
        15721308          Yes                   MASTER FUNDING
        15781851          No                    MASTER FUNDING
        15826954          Yes                   MASTER FUNDING
        15897812          Yes                   EMC
        15902910          Yes                   EMC
        15721364          Yes                   MASTER FUNDING
        15781865          No                    MASTER FUNDING
        15899269          Yes                   MASTER FUNDING
        15906468          Yes                   MASTER FUNDING
        15863913          No                    MASTER FUNDING
        15897413          Yes                   MASTER FUNDING
        15897765          No                    MASTER FUNDING
        15721406          Yes                   MASTER FUNDING
        15826807          Yes                   EMC
        15721471          Yes                   MASTER FUNDING
        15721458          No                    MASTER FUNDING
        15721305          Yes                   MASTER FUNDING
        15721197          No                    MASTER FUNDING
        15828549          Yes                   EMC
        15721061          Yes                   MASTER FUNDING
        15899183          No                    MASTER FUNDING
        15721279          No                    EMC
        15719163          No                    MASTER FUNDING
        15929168          Yes                   MASTER FUNDING
        15721132          No                    MASTER FUNDING
        15864001          Yes                   MASTER FUNDING
        15863973          Yes                   MASTER FUNDING
        15721142          Yes                   EMC
        15897855          No                    MASTER FUNDING
        15878608          No                    MASTER FUNDING
        15863880          No                    MASTER FUNDING
        15400847          No                    EMC
        15927256          No                    MASTER FUNDING
        15899270          No                    MASTER FUNDING
        15878717          No                    MASTER FUNDING
        15897419          Yes                   MASTER FUNDING
        15906462          Yes                   MASTER FUNDING
        15721455          No                    MASTER FUNDING
        15737689          No                    EMC
        15737784          No                    MASTER FUNDING
        15897430          Yes                   MASTER FUNDING
        15927244          Yes                   MASTER FUNDING
        15721258          No                    MASTER FUNDING
        15864000          Yes                   MASTER FUNDING
        15863926          No                    MASTER FUNDING
        15721264          No                    MASTER FUNDING
        15897819          No                    MASTER FUNDING
        15721295          Yes                   EMC
        15737714          No                    MASTER FUNDING
        15826576          Yes                   EMC
        15897531          No                    MASTER FUNDING
        15930861          Yes                   EMC
        15929111          Yes                   MASTER FUNDING
        15897967          No                    MASTER FUNDING
        15864014          Yes                   MASTER FUNDING
        15721353          No                    MASTER FUNDING
        15899112          No                    MASTER FUNDING
        15878837          No                    MASTER FUNDING
        15863852          No                    EMC
        15737840          No                    MASTER FUNDING
        15737787          No                    MASTER FUNDING
        15721099          No                    MASTER FUNDING
        15878930          Yes                   EMC
        15828900          Yes                   MASTER FUNDING
        15878727          Yes                   MASTER FUNDING
        15899168          Yes                   MASTER FUNDING
        15897533          No                    MASTER FUNDING
        15863853          Yes                   EMC
        15721266          Yes                   MASTER FUNDING
        15738690          Yes                   EMC
        15878730          Yes                   MASTER FUNDING
        15933190          Yes                   EMC
        15897943          No                    MASTER FUNDING
        15863938          Yes                   MASTER FUNDING
        15948209          No                    EMC
        15721437          Yes                   MASTER FUNDING
        15826770          Yes                   MASTER FUNDING
        15826902          Yes                   EMC
        15878732          No                    MASTER FUNDING
        15719051          No                    EMC
        15721328          Yes                   EMC
        15899167          Yes                   MASTER FUNDING
        15737752          No                    EMC
        15899215          No                    MASTER FUNDING
        15899220          Yes                   MASTER FUNDING
        15878548          Yes                   MASTER FUNDING
        15899208          Yes                   MASTER FUNDING
        15897604          No                    MASTER FUNDING
        15826912          Yes                   EMC
        15899271          No                    MASTER FUNDING
        15863912          Yes                   MASTER FUNDING
        15827678          Yes                   EMC
        15737719          No                    MASTER FUNDING
        15878842          No                    MASTER FUNDING
        15899254          Yes                   MASTER FUNDING
        15897818          No                    EMC
        15863847          Yes                   EMC
        15737630          No                    MASTER FUNDING
        15933187          Yes                   EMC
        15737734          Yes                   MASTER FUNDING
        15906325          Yes                   EMC
        15863856          Yes                   EMC
        15863893          No                    MASTER FUNDING
        15897593          No                    MASTER FUNDING
        15878650          No                    MASTER FUNDING
        15652526          No                    EMC
        15405883          Yes                   EMC
        15878728          Yes                   MASTER FUNDING
        15721131          Yes                   MASTER FUNDING
        15897600          No                    MASTER FUNDING
        15897574          No                    MASTER FUNDING
        15899278          Yes                   MASTER FUNDING
        15897383          Yes                   MASTER FUNDING
        15948532          Yes                   EMC
        15897554          No                    MASTER FUNDING
        15902828          No                    EMC
        15906314          Yes                   EMC
        15785836          No                    MASTER FUNDING
        15863951          Yes                   MASTER FUNDING
        15827181          Yes                   EMC
        15878609          No                    MASTER FUNDING
        15716569          Yes                   EMC
        15785807          Yes                   MASTER FUNDING
        15721194          No                    MASTER FUNDING
        15737870          No                    EMC
        15785815          Yes                   EMC
        15878731          Yes                   MASTER FUNDING
        15897411          Yes                   MASTER FUNDING
        15897426          No                    MASTER FUNDING
        15863919          Yes                   MASTER FUNDING
        15906305          Yes                   EMC
        15878831          No                    MASTER FUNDING
        15906538          Yes                   MASTER FUNDING
        15869074          Yes                   MASTER FUNDING
        15863854          No                    EMC
        15863905          Yes                   MASTER FUNDING
        15371079          Yes                   EMC
        15897559          No                    MASTER FUNDING
        15737648          No                    MASTER FUNDING
        15721435          No                    MASTER FUNDING
        15899175          Yes                   MASTER FUNDING
        15737866          No                    MASTER FUNDING
        15890304          Yes                   EMC
        15781856          No                    MASTER FUNDING
        15930877          No                    EMC
        15826974          Yes                   EMC
        15878724          No                    MASTER FUNDING
        15878616          No                    MASTER FUNDING
        15878547          No                    MASTER FUNDING
        15721133          No                    MASTER FUNDING
        15906403          Yes                   MASTER FUNDING
        15878651          No                    MASTER FUNDING
        15878652          No                    MASTER FUNDING
        15878716          No                    MASTER FUNDING
        15892630          Yes                   EMC
        15906371          Yes                   EMC
        15878836          No                    MASTER FUNDING
        15878617          No                    MASTER FUNDING
        15897417          Yes                   MASTER FUNDING
        15897570          No                    MASTER FUNDING
        15878542          No                    MASTER FUNDING
        15878614          No                    MASTER FUNDING
        15737613          No                    MASTER FUNDING
        15721398          No                    MASTER FUNDING
        15737628          No                    MASTER FUNDING
        15897409          Yes                   MASTER FUNDING
        15826205          Yes                   EMC
        15906444          No                    MASTER FUNDING
        15878829          No                    MASTER FUNDING
        15929101          Yes                   MASTER FUNDING
        15721155          Yes                   EMC
        15785905          No                    MASTER FUNDING
        15897618          No                    MASTER FUNDING
        15785834          Yes                   MASTER FUNDING
        15899121          Yes                   MASTER FUNDING
        15897614          No                    MASTER FUNDING
        15899225          No                    MASTER FUNDING
        15906507          No                    MASTER FUNDING
        15652551          No                    EMC
        15863968          Yes                   MASTER FUNDING
        15869091          Yes                   MASTER FUNDING
        15878613          No                    MASTER FUNDING
        15899149          No                    MASTER FUNDING
        15737738          No                    MASTER FUNDING
        15874758          No                    EMC
        15530391          Yes                   EMC
        15721337          No                    EMC
        15878839          No                    MASTER FUNDING
        15906383          Yes                   MASTER FUNDING
        15897586          No                    MASTER FUNDING
        15863883          Yes                   EMC
        15721238          No                    MASTER FUNDING
        15878610          No                    MASTER FUNDING
        15654308          Yes                   EMC
        15652558          No                    MASTER FUNDING
        15785809          Yes                   MASTER FUNDING
        15897421          No                    MASTER FUNDING
        15878543          No                    MASTER FUNDING
        15863904          Yes                   MASTER FUNDING
        15721166          No                    MASTER FUNDING
        15899144          Yes                   MASTER FUNDING
        15785894          No                    MASTER FUNDING
        15863868          Yes                   EMC
        15370767          Yes                   EMC
        15863924          No                    MASTER FUNDING
        15863890          Yes                   EMC
        15654313          No                    EMC
        15933225          Yes                   EMC
        15878840          No                    MASTER FUNDING
        15878843          No                    MASTER FUNDING
        15869062          Yes                   MASTER FUNDING
        15785848          Yes                   MASTER FUNDING
        15897425          Yes                   MASTER FUNDING
        15721484          No                    MASTER FUNDING
        15721210          No                    EMC
        15721206          Yes                   EMC
        15721078          No                    EMC
        15721418          No                    MASTER FUNDING
        15404374          No                    EMC
        15506552          Yes                   EMC
        15506367          No                    EMC
        15820522          Yes                   EMC
        15879429          Yes                   EMC
        15785846          No                    MASTER FUNDING
        15930866          No                    EMC
        15955129          Yes                   EMC
        15785915          No                    MASTER FUNDING
        15371350          Yes                   EMC
        15878833          No                    MASTER FUNDING
        15878841          No                    MASTER FUNDING
        15878619          No                    MASTER FUNDING
        15878726          No                    MASTER FUNDING
        15878540          No                    MASTER FUNDING
        15863894          No                    EMC
        15785890          No                    MASTER FUNDING
        15899170          No                    MASTER FUNDING
        15878554          No                    MASTER FUNDING
        15906377          Yes                   MASTER FUNDING
        15878827          No                    MASTER FUNDING
        15902610          No                    EMC
        15863851          Yes                   EMC
        15878556          Yes                   MASTER FUNDING
        15652543          No                    EMC
        15878612          No                    MASTER FUNDING
        15878615          No                    EMC
        15405790          No                    EMC
        15906260          Yes                   EMC
        15878551          No                    MASTER FUNDING
        15652502          No                    EMC
        15906375          No                    MASTER FUNDING
        15863878          Yes                   MASTER FUNDING
        15863864          Yes                   EMC

 


 

EXHIBIT C

FORM OF TRANSFER AFFIDAVIT

Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended, and for other purposes

STATE OF

)

 

 

)

ss.:

COUNTY OF

)

 

[NAME OF OFFICER], being first duly sworn, deposes and says:

1.            That he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings institution] [corporation] duly organized and existing under the laws of [the State of _____] [the United States], on behalf of which he makes this affidavit.

2.            That (i) the Investor is not a “disqualified organization” as defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), or an electing large partnership as defined in Section 775(a) of the Code, and will not be a disqualified organization or an electing large partnership as of [Closing Date] [date of purchase]; (ii) it is not acquiring the Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2006-HE2, Class [R-1][R-2][R-3][RX] Certificates (the “Residual Certificates”) for the account of a disqualified organization or an electing large partnership; (iii) it consents to any amendment of the Pooling and Servicing Agreement that shall be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon advice of counsel) to constitute a reasonable arrangement to ensure that the Residual Certificates will not be owned directly or indirectly by a disqualified organization or an electing large partnership; and (iv) it will not transfer such Residual Certificates unless (a) it has received from the transferee an affidavit in substantially the same form as this affidavit containing these same seven representations and (b) as of the time of the transfer, it does not have actual knowledge that such affidavit is false.

3.            That the Investor is one of the following: (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations), provided that no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States person within the meaning of the Code unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are United States persons, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust other than a “foreign trust” as defined in Section 7701 (a)(31) of the Code.

 

4.

That the Investor’s taxpayer identification number is ______________________.

 

 


 

5.            That no purpose of the acquisition of the Residual Certificates is to avoid or impede the assessment or collection of tax.

6.            That the Investor understands that, as the holder of the Residual Certificates, the Investor may incur tax liabilities in excess of any cash flows generated by such Residual Certificates.

7.            That the Investor intends to pay taxes associated with holding the Residual Certificates as they become due.

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

LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Bear Stearns Asset Backed Securities Trust 2006-HE2

Re:

Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (the “Certificates”), including the Class ___
Certificates (the “Privately Offered Certificates”)

Ladies and Gentlemen:

In connection with the sale by ___________ (the “Seller”) to ________ (the “Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-HE2, Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage Corporation, as sponsor and as master servicer and LaSalle 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

LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Re:

Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (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) 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 LaSalle 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.

 

 


 

 

(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 “SECURITIES 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 SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES 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 SECURITIES 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) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES 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 SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. [In the case of the Class M-10 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 EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 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 UNLESS AN OPINION SPECIFIED IN SECTION 6.02 OF THE AGREEMENT IS PROVIDED.

 

[In the case of the Class P Certificates and Class CE Certificates]:

 

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL 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 February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor and as master

 


servicer and LaSalle Bank National Association, as Trustee (the “Pooling and Servicing Agreement’).

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

LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Re:

Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (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:

(1)

o

an insurance company as defined in Section 2(13) of the Act[1]; or

 

 

_________________________

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.

 

 


 

 

 

(2)

o

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

 

 

(3)

o

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

 

 

(4)

o

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

 

 

(5)

o

a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

 

 

(6)

o

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

 

 

(7)

o

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

 

 

(8)

o

an investment adviser registered under the Investment Advisers Act; or

 

b.

o

greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or

c.

o

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.

o

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.

o

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 February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor and as master servicer and LaSalle Bank National Association, as Trustee, 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.

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 G

FORM OF REQUEST FOR RELEASE

To:

LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

RE:

Pooling and Servicing Agreement, dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as sponsor and as master servicer and LaSalle Bank National Association, as Trustee

 

In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgagor’s Name, Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one):

_____

1.

Mortgage Loan paid in full. ([The Master Servicer] [The Trustee] hereby certifies that all amounts received in connection therewith have been credited to ______________________________.)

 

_____

2.

Mortgage Loan in foreclosure.

 

_____

3.

Repurchase. (The [Master Servicer] [Trustee] hereby certifies that the repurchase price has been credited to ________________________.)

 

_____

4.

A Mortgage Loan liquidated by _________________________. ([The Master Servicer] [The Trustee] hereby certifies that all proceeds of the foreclosure, insurance, condemnation or other liquidation have been finally received and credited to ______________________.)

 

_____

5.

Other (explain)

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

(authorized signer)

 

 

 

 

 

 

 

Issuer:

 

 

 

 

 

 

 

 

Address:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 

 

 


 

EXHIBIT H

DTC Letter of Representations

 

[Provided Upon Request]

 


 

EXHIBIT I

Schedule of Mortgage Loans with Lost Notes

 

[Provided Upon Request]

 


 

EXHIBIT J

FORM OF CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of February 28, 2006, by and among LASALLE BANK NATIONAL ASSOCIATION, not individually but solely as trustee under the Pooling and Servicing Agreement defined below (including its successors under the Pooling and Servicing Agreement defined below, in that capacity, the “Trustee”) and as custodian (together with any successor in interest or any successor appointed hereunder, in that capacity, the “Custodian”), BEAR STEARNS ASSET BACKED SECURITIES I LLC, as depositor (together with any successor in interest, the “Depositor”) EMC MORTGAGE CORPORATION, as sponsor (“EMC” and “Sponsor”) and as master servicer (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Master Servicer”) and Master Funding LLC, as a seller (“Master Funding”, and together with EMC, the “Sellers”).

WITNESSETH THAT:

WHEREAS, the Depositor, EMC, the Master Servicer and the Trustee have entered into a Pooling and Servicing Agreement, dated as of February 1, 2006, relating to the issuance of Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (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 all custodian obligations are defined herein. In the event any custodian obligations are defined in the Pooling and Servicing Agreement, this custodial agreement shall supercede.

WHEREAS, the Custodian has agreed to act as agent for the Trustee on behalf of the Certificateholders 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, if any, 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

Section 1.1       Definitions. For the purposes of this Agreement, the following terms shall have the indicated meanings unless the context or use indicates another or different meaning and intent, the definitions of such terms are equally applicable to the singular and the plural forms of such terms, the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or other subdivision, and section references refer to sections of this Agreement.

 


 

“Business Day” shall mean 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, Chicago, Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office of the Trustee or the principal office of the Master Servicer is located are authorized or obligated by law or executive order to be closed.

“Closing Date” shall mean February 28, 2006.

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

“MERS Mortgage Loan” shall mean any Mortgage Loan registered with MERS on the MERS® system.

“MERS® System” shall mean the system of recording transfers of Mortgages electronically maintained by MERS.

“MIN” shall mean the Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS System.

“MOM Loan” shall mean 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” shall mean the mortgage, deed of trust or other instrument creating a first or second lien on or first or second priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.

“Mortgage Assignment” shall mean an assignment of the Mortgage in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage.

“Mortgage File” shall have the meaning set forth in Section 2 hereof.

“Mortgage Loan” shall mean a first or subordinate lien mortgage loan on a one-to-four family residential property.

“Mortgage Loan Schedule” shall mean the electronic schedule of Mortgage Loans identified in Schedule A.

“Mortgaged Property” shall mean the real property securing repayment of a Mortgage Loan.

“Mortgagor” shall mean the obligor on a Mortgage Note.

“Note” shall mean any promissory note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

 


 

“Servicer” shall mean the related servicer of the Mortgage Loans as designated by Owner.

Any 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 Loan Schedule”) 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 and the related Mortgage Loan is not a MERS Loan or the Custodian has not received written instructions from the related Seller or the Trustee that the related Mortgaged Properties are located in jurisdictions under the laws of which the recordation of such assignment is not necessary to protect the Trustee’s interest therein, 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)          The documents set forth in the definition “Mortgage File” herein shall be delivered and released to the Custodian relating to each of the Mortgage Loans to be purchased on a Closing Date. The related Mortgage Loans shall be identified in the Mortgage Loan Schedule in electronic format which shall be delivered to the Custodian at least two Business Days prior to each Closing Date. On or prior to the Closing Date, the Custodian shall deliver to EMC 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 Schedule A attached hereto (the “Mortgage Loan Schedule”).

(b)          Within 90 days thereafter, the Custodian agrees, for the benefit of Certificateholders, to review each such document, and shall deliver to EMC, 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, for the benefit of Certificateholders, the Mortgage Files and deliver to EMC, the Master Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing whether each document required to be recorded has been returned from the recording office with evidence of recording thereon and the Custodian has received either an original or a copy thereof. If the Custodian finds any document missing, or to be unrelated, determined on the basis of the mortgagor name, original principal balance and loan number, to the mortgage loans identified on the Mortgage Loan Schedule or to appear defective on its face, the Custodian shall note such defect in the exception report attached to the Final Certification and shall promptly notify the Trustee.

(d)          In reviewing the Mortgage Files as provided herein, 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 collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage File.

In performing any such review, 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.

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        Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice per Exhibit Four or Electronic Release Request per Exhibit Five 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 therefore has been paid as required under the Pooling and Servicing Agreement, 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 Four or Three attached hereto or Electronic Release Request per Exhibit Five, 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 Master Servicer, the related Mortgage File. The Depositor shall deliver to the Custodian and the Custodian agrees to review in accordance with the provisions of the Custodial 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, the Master Servicer shall deliver to the Custodian a Request for Release per Exhibit Four or Electronic Release Request per Exhibit Five requesting that possession of all of

 


the Mortgage File be released to the Master Servicer and certifying as to the reason for such release. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer. All Mortgage Files so released to the Master Servicer shall be held by it in trust for the Trustee for the use and benefit of all present and future Certificateholders. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefore by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated, 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.

Section 2.5      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, the Master Servicer shall 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. Except upon compliance with the provisions of Section 2.4 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Sellers, the Depositor 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 interests in the Mortgage Loans with the same rights it would have if it were not Custodian.

Section 3.3        Trustee to Pay Custodian’s Fees. The Trustee covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian.

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 Master Servicer 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. Notwithstanding anything to the contrary set forth herein, 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; provided that such successor is a depository institution subject to supervision or examination by federal or state authority and is able to satisfy the other requirements contained in Section 3.6.

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.

Section 3.7       Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct.  The Custodian and any director, officer, employee or agent of the Custodian 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. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting 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.

 


 

Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement.

LaSalle Bank National Association, as Custodian and in its individual capacity, and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

 

Section 3.8

Limitation of Duties. The Custodian in its capacity as such:

(a)          in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File;

(b)          shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities;

(c)          will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will not be required to and will not make any representations as to the validity, value or genuineness of the Mortgage Loans;

(d)          shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity;

(e)          may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer or the Trustee;

 


 

(f)           may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing;

(g)          may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and

(h)          shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct.

The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded.

No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwise.

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 overtime, 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. 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)          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 Trustee 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 Custodian 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, 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").

(b)          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 Trust is subject to the reporting obligations under the Exchange Act, for the purpose of satisfying the Depositor 's reporting obligation under the Exchange Act with respect to any class of publicly offered 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 and Trustee 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, Master Servicer or Trustee 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 1st (with 10 calendar day cure period) of each calendar year beginning in 2007 that the Trust is subject to the reporting requirements of the Exchange Act, the Custodian shall:

(a)          deliver to the Trustee, the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Trustee) regarding the Custodian’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 Depositor and signed by an authorized officer of the Custodian, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Five hereto; and

 


 

(b)          deliver to the Trustee, the Master Servicer and the Depositor a report of a registered public accounting firm reasonably acceptable to the Trustee that attests to, and reports on, the assessment of compliance made by the Custodian 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.

 

Section 4.5

Indemnification; Remedies.

(a)          The Custodian shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer 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)           any failure by the Custodian to deliver any report on assessment of compliance or accountants’ attestation when and as required under this Article IV.

(b)          In the case of any failure of performance described in clause (i) 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.

 

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        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 5.3     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 5.4        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 5.5        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 Attached]

 


 

IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

 

Address:

135 South LaSalle Street

Chicago, IL 60603

Attention: BSABS I 2006-HE2

 

LASALLE BANK NATIONAL ASSOCIATION, not individually but solely as Trustee

By:__________________________________________________

Name:

Title:

 

Address:

2571 Busse Rd., Suite 200

Elk Grove Village, IL 60007

 

 

LASALLE BANK NATIONAL ASSOCIATION, as Custodian

By:__________________________________________________

Name:

Title:

Address:

383 Madison Avenue

New York, New York 10179

BEAR STEARNS ASSET BACKED SECURITIES I LLC

 

By:__________________________________________________

Name:

Title:

 

Address:

909 Hidden Ridge Drive, Suite 200

Irving, Texas 75038

EMC MORTGAGE CORPORATION

By:__________________________________________________

Name:

Title:

 

Address:

909 Hidden Ridge Drive, Suite 200

Irving, Texas 75038

MASTER FUNDING LLC

By:__________________________________________________

Name:

Title:

 

 

 


 

 

STATE OF ILLINOIS

)

 

 

)

ss.:

COUNTY OF COOK

)

 

On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared ______________, known to me to be a(n) _________________ of LaSalle Bank National Association, one of the parties that executed the within agreement, and also known to me to be the person who executed the within agreement 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 ILLINOIS

)

 

 

)

ss.:

COUNTY OF___________

)

 

On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared _________________, known to me to be a(n) _________________of LaSalle Bank National 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 NEW YORK

)

 

 

)

ss.:

COUNTY OF NEW YORK

)

 

 

On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared __________________, known to me to be a(n) ________________ of Bear Stearns Asset Backed Securities I LLC, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

 

Notary Public

[SEAL]

 


 

 

STATE OF TEXAS

)

 

 

)

ss.:

COUNTY OF DALLAS

)

 

 

On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared ____________________, known to me to be a(n) ____________________ 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 DALLAS

)

 

 

On the 28th day of February 2006 before me, a notary public in and for said State, personally appeared _____________________, known to me to be a(n) ____________________ 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]

 


 

SCHEDULE A

(Provided upon request)

 


 

EXHIBIT ONE

 

FORM OF CUSTODIAN INITIAL CERTIFICATION

February 28, 2006

LaSalle Bank National Association

135 South LaSalle Street

Chicago, IL 60603

EMC Mortgage Corporation

909 Hidden Ridge Drive, Suite 200

Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-HE2

Re:

Custodial Agreement, dated as of February 28, 2006, by and among LaSalle 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 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 

Ladies and Gentlemen:

In accordance with Section 2.3(a) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received the following documents with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto: (i) an original note, including any riders thereto, endorsed without recourse to the order of LaSalle Bank National Association, as Trustee for certificateholders of ___________________________ or payable to blank and showing an unbroken chain of endorsements from the original payee thereof to the person endorsing it to the Trustee; (ii) an original mortgage and, if the related mortgage loan is a MERS Loan, registered with MERS, noting the presence of the mortgage identification number and language indicating that such mortgage loan is a MERS Loan, which shall have been recorded (or 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 MERS 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 mortgage property is located) to the Trustee of the mortgage with respect to each mortgage loan in the name of ___________________________, which shall have been recorded (of 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, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related mortgaged property; and (vi) originals or copies of all available assumption, modification or

 

 

substitution agreements, if any; provided, however, that in lieu of the foregoing, the Sellers 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 Depositor may deliver a true copy thereof with a certification by the related Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the mortgage notes relating to the mortgage loans identified in the list attached hereto, the Depositor may deliver a lost note affidavit and indemnity and a copy of the original note, if available.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.

LASALLE BANK NATIONAL ASSOCIATION

 

 

By:

 

Name:

 

Title:

 

 

 


 

SCHEDULE A

(PROVIDED UPON REQUEST)

 


 

EXHIBIT TWO

 

FORM OF CUSTODIAN INTERIM CERTIFICATION

[DATE]

LaSalle Bank National Association

135 South LaSalle Street

Chicago, IL 60603

EMC Mortgage Corporation

909 Hidden Ridge Drive, Suite 200

Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-HE2

Re:

Custodial Agreement, dated as of February 28, 2006, by and among LaSalle 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 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 

Ladies and Gentlemen:

In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received and reviewed the documents described in its initial certification dated February 28, 2006 and has determined that: all 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.

LASALLE BANK NATIONAL ASSOCIATION

 

 

By:

 

Name:

 

Title:

 

 

 


 

SCHEDULE A

(PROVIDED UPON REQUEST)

 


 

EXHIBIT THREE

 

FORM OF CUSTODIAN FINAL CERTIFICATION

                [DATE]

LaSalle Bank National Association

135 South LaSalle Street

Chicago, IL 60603

EMC Mortgage Corporation

909 Hidden Ridge Drive, Suite 200

Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-HE2

Re:

Custodial Agreement, dated as of February 28, 2006, by and among LaSalle 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 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

Ladies and Gentlemen:

In accordance with Section 2.3(c) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received and reviewed the documents described in its initial certification dated February 28, 2006 and has determined that: all 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.

LASALLE BANK NATIONAL ASSOCIATION

 

 

By:

 

Name:

 

Title:

 

 

 


 

SCHEDULE A

(PROVIDED UPON REQUEST)

 


 

EXHIBIT FOUR

 

FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

 

 

To:

[Name/Address of Owner]

 

 

Attention:

Re:

Custodial Agreement, dated as of February 28, 2006, by and among LaSalle 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 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

                In connection with the Mortgage Files that you hold pursuant to the Custodial Agreement, we request the release, and acknowledge receipt of the Mortgage file/[specify document] for the Mortgage Loan described below, the reason indicated.

 

Mortgagor’s Name, Address and Zip Code:

 

Mortgage Loan Number:

 

Reason for Requesting Documents: (check one)

 

_____ 1. Mortgage Loan paid in full. ([The Master Servicer] [the Trustee] hereby certifies that all amounts received in connection therewith have been credited to __________________________________________________________________________.)

 

 

_____ 2. Mortgage Loan in foreclosure.

 

_____ 3. Repurchase. (The [Master Servicer] [Trustee] hereby certifies that the repurchase price has been credited to _____________________________________________.)

 

_____ 4. Mortgage Loan liquidated by _______________________________________. ([The Master Servicer] [The Trustee] hereby certifies that all proceeds of the foreclosure, insurance, condemnation or other liquidation have been finally received and credited to _____________________________________.

 

 

_____ 5. Other (explain):

 


 

EXHIBIT FIVE

 

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 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

 

 

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 and identification, 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 45 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 ther 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.

X

 

 

1122(d)(4)(ii)

Pool assets 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*

 

_________________________

*( Only with respect to the logistics of adding, removing or substituting loan files.

 

 


 

 

 

 

 

 

 

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.

 

 

 

 


ELECTRONIC RELEASE REQUEST (Excel)

Collateral Release Tasks

 

 

 

Required Field Header

Description

 

 

Customer

Value can be constant of '1018'

 

 

Poolnum

pool number if available, can be left blank as well

 

 

Loaned

EMC loan#, required field

 

 

loc_code

Codes must be mutually agreed upon with custodian. Examples are PDPO= loans released for payoff, FORC = loans released for foreclosure, OLIQ= loans released for repurchase, NLIQ = loans released for non-liquidation/correction.

 

 

rel_code

Codes must be mutually agreed upon with custodian. Examples are

1 = payoff, 2 = foreclosure, 4 = repurchase, 5 = non-liquidation.

 

 

rel_doclist

Can be left blank

 

 

Notation

"Name of Person File Being Released To @ Company Name" (i.e. Sharon Ayers@EMC)

 

 

Reqstr

Can be left blank

 

 

reqstr_sig

Signatory code assigned to requestor, TBD

 

 

Amend

0 = new release request, 1= amend an existing released record (ie. FORC to PDPO)

 

 

 


 

EXHIBIT K

FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

Re:       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 200o 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 February 28, 2006, as amended and supplemented by any and all amendments hereto (collectively, “this Agreement”), by and among EMC MORTGAGE CORPORATION, a Delaware corporation ( the “Sponsor” or a “Mortgage Loan Seller”), MASTER FUNDING LLC, a Delaware limited liability company ( a “Mortgage Loan Seller” or “Master Funding”, 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, closed-end, subprime, fixed rate and adjustable rate, first and second 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 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (the “Certificates”), under a pooling and servicing agreement, to be dated as of February 1, 2006 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, EMC as Sponsor and as master servicer (the “Master Servicer”) and LaSalle 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 333-125422) 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 “Free Writing Prospectus” shall mean the free writing prospectus, dated January 27, 2006, relating to certain classes of the Certificates. The “Prospectus Supplement” shall mean the final supplement, dated February [__], 2006, to the Prospectus, dated June 24, 2005, relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, Bear, Stearns & Co. Inc. (“Bear Stearns”) and the Purchaser have entered into a terms agreement, dated as of January 27, 2006, to an underwriting agreement, dated January 10, 2006 (together, the “Underwriting Agreement”) between Bear Stearns and the Purchaser.

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 the Sponsor and the sale of the EMC Mortgage Loans, cash in an amount equal to $            *             (plus $              *         in accrued interest) and the retained certificates. 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: February 28, 2006.

Custodial Agreement: An agreement, dated as of February 28, 2006, among the Depositor, EMC, Master Funding, the Master Servicer, the Trustee and the Custodian.

Cut-off Date: February 1, 2006.

Cut-off Date Balance: Shall mean $[____________]

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

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.

EMC: EMC Mortgage Corporation.

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

LaSalle: LaSalle Bank National Association, or its successors in interest.

Master Funding: Master Funding LLC.

Master Funding Mortgage Loan: 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.

Moody’s: Moody’s Investors Service, Inc., or its successors in interest.

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

 

_________________________

* 

Please contact Bear Stearns for pricing information.

 

 


 

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 herein.

Mortgagor: The obligor(s) on a Mortgage Note.

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 Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if any.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage Loan Sellers or the Purchaser, reasonably acceptable to the Trustee.

Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Purchase Price: With respect to any Mortgage Loan required to be purchased by the Sponsor (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), (ii) accrued and unpaid interest thereon at the Mortgage Interest Rate through and including the last day of the month of purchase and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.

Rating Agencies: Standard & Poor’s and Moody’s, each a “Rating Agency.”

Replacement Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan which must meet on the date of such substitution the requirements stated herein and in the Pooling and Servicing Agreement; upon such substitution, such mortgage loan shall be a “Mortgage Loan” hereunder.

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

Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successors in interest.

Value: The value of the Mortgaged Property at the time of origination of the related Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.

 

SECTION 2.

Purchase and Sale of the Mortgage Loans and Related Rights.

 

 


 

(a)          Upon satisfaction of the conditions set forth in Section 11 hereof, each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase the 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, and each Mortgage Loan Seller’s interest in the Swap Agreement.

(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.

SECTION 3.    Mortgage Loan Schedules. The Sponsor (on its own behalf as Mortgage Loan Seller and on behalf of Master Funding) agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary 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 Sellers. If there are changes to the Preliminary Mortgage Loan Schedule, the Sponsor (on its own behalf as Mortgage Loan Seller and on behalf of Master Funding) shall provide to the Purchaser as of the Closing Date a final schedule (the “Final 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 each Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Sponsor (on its own behalf as Mortgage Loan Seller and on behalf of Master Funding) and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

 

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 sold by it to the Purchaser 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 Final 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 the Custodian’s 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, 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 by such Mortgage Loan Seller or the Master Servicer, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from such Mortgage Loan Seller or the Master Servicer 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. The Sponsor (on its own behalf as 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, the Sponsor (on its own behalf as Mortgage Loan Seller and on behalf of Master Funding) further agrees that it will cause, at the Sponsor’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. The Sponsor (on its own behalf as Mortgage Loan 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 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 LaSalle 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. In addition, upon request of the Purchaser, each Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the related Mortgage Files available to the Purchaser, Bear Stearns and to such investors or prospective investors (which may be at the offices of the related Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian) and to make available personnel knowledgeable about the related Mortgage Loans for discussions with the Purchaser, Bear Stearns and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Stearns and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.

(b)          Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or the Custodian as obligated under the Custodial Agreement) for the benefit of the Certificateholders will review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial certification in the form attached as Exhibit One to the Custodial Agreement.

(c)          Within 90 days of the Closing Date, the Trustee or the Custodian on its behalf shall, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, deliver to the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the Trustee an Interim Certification in the form attached as Exhibit Two to the Custodial Agreement to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

 


 

(d)          The Trustee or the Custodian on its behalf will review the Mortgage Files within 180 days of the Closing Date and will deliver to the Sponsor and 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 Final Mortgage Loan Schedule (a “Material Defect”), the Trustee or the Custodian on its behalf shall notify the Sponsor of such Material Defect. The Sponsor (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, the Depositor or the Master Servicer of the Material Defect and if the Sponsor (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, the Sponsor (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, within 90 days of the date of notice, provide the Trustee with a Replacement Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor (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, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor (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 the Sponsor (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 the Sponsor (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 the Sponsor (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 the Sponsor (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, the Sponsor (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 the Sponsor (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 the Sponsor (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)          The Sponsor (on its own behalf as 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, the Sponsor (on its own behalf as Mortgage Loan Seller or 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 the Sponsor (on its own behalf as 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 the Sponsor (on its own behalf as 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 an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing transfer or an assignment of the servicing as described in Section 7.07 of the Pooling and Servicing Agreement or (iv) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

While each such Mortgage or assignment is being recorded, if necessary, the Sponsor (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 the Sponsor.

(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. The Sponsor (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 the Sponsor Concerning the Mortgage Loans. The Sponsor 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:

(a)          The information set forth in the Mortgage Loan Schedule on the Closing Date is complete, true and correct.

(b)          All payments required to be made prior to the Cut-off Date with respect to each Mortgage Loan have been made and no Mortgage Loan is delinquent thirty one or more days (determined using a 30/360 basis).

(c)          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.

 


 

(d)          Except with respect to taxes, insurance and other amounts previously advanced by a prior servicer with respect to any Mortgage Loan, there are no delinquent taxes, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments, or other outstanding charges affecting the related Mortgaged Property.

(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 in the case of the Mortgage Loans are in the Mortgage File and have been or will be recorded, if necessary to protect the interests of the Trustee, and which have been or will be delivered to the Trustee, all in accordance with this Agreement. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement in the case of the Mortgage Loans is part of the Mortgage File.

(f)           The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including 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 the 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 upon, or comprising part of, the Mortgaged Property are insured by an insurer acceptable to Fannie Mae and Freddie Mac against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, and such insurer is licensed to do business in the state where the Mortgaged Property is located. All such insurance policies contain a standard mortgagee clause naming the originator, its successors and assigns as mortgagee and the related Mortgage Loan Seller has received no notice that all premiums thereon have not been paid. If upon origination of the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), which require under applicable law that a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration (or any successor thereto) be obtained, such flood insurance policy is in effect which policy is with a generally acceptable carrier in an amount representing coverage not less than the least of (A) the Stated Principal Balance of the related Mortgage Loan, (B) the minimum amount required to compensate for damage or loss on a replacement cost basis, or (C) the maximum amount of insurance that is available under the Flood Disaster Protection Act of 1973. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at 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 Mortgagor’s cost and expense and to obtain reimbursement therefor from the Mortgagor.

(h)          Each loan at the time it was made complied in all material respects with applicable local, state and federal laws, including but not limited to, all applicable anti-predatory lending laws.

 


 

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

(j)           The Mortgage is a valid, existing and enforceable first or second lien on the Mortgaged Property, including all improvements on the Mortgaged Property, if any, subject only to (1) the lien of current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage. The Mortgage Loan Seller has full right to sell and assign the Mortgage to the Purchaser.

(k)          The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or general principles of equity.

(l)           All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan transaction 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.

(m)         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 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 were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.

(n)          Immediately prior to the conveyance of the Mortgage Loans by the related Mortgage Loan Seller to the Purchaser hereunder, such Mortgage Loan Seller was the sole owner and holder of the Mortgage Loan; the related Originator or such Mortgage Loan Seller was the custodian of the related escrow account, if applicable; the Mortgage Loan had neither been assigned nor pledged, and such Mortgage Loan Seller had good and marketable title thereto, and had full right to transfer and sell the Mortgage Loan and the related servicing rights to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest subject to the applicable servicing agreement and had full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan and the related servicing rights, subject to the applicable servicing agreement, to the Purchaser pursuant to the terms of this Agreement.

(o)          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) (1) in compliance with any and all applicable licensing

 


requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, qualified to do business in such state, a federal savings and loan association or national bank having principal offices in such state or not deemed to be doing business in such state under applicable law.

(p)          The Mortgage Loan is covered by an ALTA lender’s title insurance policy or equivalent form acceptable to the Department of Housing and Urban Development, or any successor thereto, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in clause (i) above) the related Mortgage Loan Seller (as assignee), its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. With respect to each Mortgage Loan, the related Mortgage Loan Seller (as assignee) is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the related Mortgage Loan Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy.

(q)          Except as provided in clause (b), immediately prior to the Cut-off Date, there was no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and there was 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 the related Mortgage Loan Seller has not waived any default, breach, violation or event of acceleration.

(r)           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 lien) affecting the related Mortgaged Property which are or may be liens prior to or equal with, the lien of the related Mortgage.

(s)           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.

(t)           The origination, servicing and collection practices with respect to each Mortgage Note and Mortgage including, the establishment, maintenance and servicing of the escrow accounts and escrow payments, if any, since origination, have been conducted in all respects in accordance with the terms of Mortgage Note and in compliance with all applicable laws and regulations and, unless otherwise required by law or Fannie Mae/Freddie Mac standards, in accordance with the proper, prudent and customary practices in the mortgage origination and servicing business. With respect to the escrow accounts and escrow payments, if any, and a Mortgage Loan all such payments are in the possession or under the control of the related Mortgage Loan Seller (including pursuant to a Subservicing Agreement) and there exists no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. Any interest required to be paid pursuant to state and local law has been properly paid and credited.

 


 

(u)          The Mortgaged Property is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof.

(v)          The Mortgage contains customary and enforceable provisions to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security intended to be 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 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. The Mortgagor has not notified the Mortgage Loan Seller and the Mortgage Loan Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act.

(w)         The Mortgage Note is not and has not been secured by any collateral except the lien of the applicable Mortgage.

(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 Certificateholders to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(y)          The Mortgagor has received all disclosure materials required by applicable law with respect to the making of the Mortgage Loan.

(z)          No Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property.

(aa)        To the best of the Sponsor’s knowledge, the Mortgaged Property is 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, have been made or obtained from the appropriate authorities.

(bb)        The assignment of Mortgage with respect to a Mortgage Loan is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

(cc)        The Mortgaged Property consists of a single parcel of real property with or without a detached single family residence erected thereon, or an individual condominium unit, or a 2-4 family dwelling, or an individual unit in a planned unit development as defined by Fannie Mae or a townhouse, each structure of which is permanently affixed to the Mortgaged Property, and is legally classified as real estate.

(dd)        Each Mortgage Loan at the time of origination was underwritten in general in accordance with guidelines not inconsistent with the guidelines set forth in the Prospectus Supplement and generally accepted credit underwriting guidelines.

 


 

(ee)        No error, omission, misrepresentation, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of either Mortgage Loan Seller or the related Originator.

(ff)         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 (“HOEPA”) or (b) classified and/or defined as a “high cost home loan” (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) under any federal, state, or local law, including, but not limited to, the States of Georgia or North Carolina.

(gg)        No mortgage loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

(hh)        None of the Mortgage Loans contains provisions pursuant to which monthly payments are (a) paid or partially paid with funds deposited in any separate account established by the related Mortgage Loan Seller, the mortgagor, or anyone on behalf of the mortgagor, (b) paid by any source other than the mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. None of the Mortgage Loans is a graduated payment mortgage loan and no Mortgage Loan has a shared appreciation or other contingent interest feature.

(ii)          Each Mortgage Loan that contains a provision for the assumption substitution of liability, pursuant to which the original mortgagor is released from liability and another person is substituted as the mortgagor and becomes liable under the Mortgage Note, shall be effective only if such person satisfies the then current underwriting practices and procedures of prudent mortgage lenders in a state in which the mortgaged property is located.

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

(kk)        Each Mortgage is a valid and enforceable first or second lien on the property securing the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer than the term of the related Mortgage, subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage Loan or referred to in the lender’s title insurance policy delivered to the originator of the related Mortgage Loan and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage; Appraisal Form 1004 or Form 2055 with an interior inspection for first lien Mortgage Loans has been obtained. Form 704, 2065 or 2055 with an exterior only inspection for junior lien Mortgage Loans has been obtained.

 


 

(ll)          None of the Mortgage Loans that are secured by property located in the State of Illinois are in violation of the provisions of the Illinois Interest Act.

(mm)     Each Prepayment Charge is enforceable and was originated in compliance with all applicable federal, state and local laws.

(nn)        With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity, the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law.

(oo)        With respect to any Mortgage Loans in Loan Group II 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.

(pp)        None of the Group II Loans originated before October 1, 2002 imposes a Prepayment Charge for a term exceeding five years; none of the Group II Loans originated on or after October 1, 2002 imposes a Prepayment Charge for a term in excess of three years.

(qq)        With respect to each Group II Loan, no borrower obtained a prepaid single premium credit life, credit disability, credit unemployment or credit property insurance policy in connection with the origination of the mortgage loan.

(rr)         The original principal balance of each Group II Loan underlying the security is within Freddie Mac’s dollar amount limits for conforming one-to-four-family mortgage loans.

(ss)         Each Group II Loan is a “qualified mortgage” under Section 860G(a)(3) of the Code.

(tt)          No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.6c Revised, Appendix E attached hereto as Exhibit 6).

(uu)        No Mortgage Loan is a High-Cost Home Loan under the New Jersey Home Ownership Security Act of 2002.

It is understood and agreed that the representations and warranties set forth in this Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of substitution.

Upon discovery or receipt of notice by the Sponsor, the Purchaser or the Trustee of a breach of any representation or warranty of the Sponsor 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. It is understood and agreed that a breach of any one of the representations contained in clauses (ff), (gg) and (oo) through (ss) above in respect of a Group II Loan will be deemed to materially adversely affect the interests of the related Certificateholders. In the case of any such breach of a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by the Sponsor, or the date the Sponsor is notified by the party discovering or receiving notice of such breach (whichever occurs earlier), the Sponsor 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 (mm) of this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price, the Sponsor shall pay the amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge) from its own funds and without reimbursement therefor, and the Sponsor shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of the Sponsor to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive remedy under this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Sponsor to indemnify the Purchaser for such breach as set forth in and limited by Section 14 hereof.

Any cause of action against the Sponsor or relating to or arising out of a breach by the Sponsor of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Sponsor or notice thereof by the party discovering such breach and (ii) failure by the Sponsor to cure such breach, purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.

SECTION 8.     Representations and Warranties Concerning the Sponsor. As of the date hereof and as of the Closing Date, the Sponsor represents and warrants to the Purchaser and Master Funding as to itself in the capacity indicated as follows:

(a)          The Sponsor (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Sponsor’s business as presently conducted or on the Sponsor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(b)          The Sponsor 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 the Sponsor of this Agreement has been duly authorized by all necessary action on the part of the Sponsor; 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 Sponsor or its properties or the charter or by-laws of the Sponsor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Sponsor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(d)          The execution, delivery and performance by the Sponsor 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 the Sponsor and, assuming due authorization, execution and delivery by the Purchaser or the parties thereto, constitutes a valid and binding obligation of the Sponsor 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 Sponsor, threatened against the Sponsor, 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 the Sponsor could reasonably be expected to be determined adversely to the Sponsor and if determined adversely to the Sponsor materially and adversely affect the Sponsor’s ability to perform its obligations under this Agreement; and the Sponsor 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 Sellers’ 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 and to consummate the transactions contemplated hereby;

 


 

(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;

(c)          The execution and delivery by the Purchaser of this Agreement 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, 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 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 or thereby 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)          This Agreement 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 or (ii) with respect to any other matter which in the judgment of the Purchaser could reasonably be expected to be determined adversely to the Purchaser and if determined adversely to the Purchaser materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; 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

(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 the Sponsor 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 the Pooling and Servicing Agreement; 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)           If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;

(ii)          If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;

(iii)        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;

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

(v)          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;

(vi)         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;

(vii)       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

(viii)      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 and the Purchase 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 the Pooling and Servicing Agreement, 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)           If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;

(ii)          The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Sponsor and the Trustee, and all documents required thereby duly executed by all signatories;

(iii)        A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement, the Pooling and Servicing Agreement, 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;

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

(v)          Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates.

 


 

SECTION 12.  Fees and Expenses. Subject to Section 17 hereof, the Sponsor (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 the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Stearns in connection with the sale of the Certificates. The Sponsor (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 Preliminary Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Free Writing Prospectus under the captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto. Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto. The Sponsor (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 Free Writing Prospectus and in the Prospectus Supplement.

(b)          To the extent statistical information with respect to the Sponsor’s servicing portfolio is included in the Free Writing Prospectus and in the Prospectus Supplement under the caption “Servicing of the Mortgage Loans—The Master Servicer—Delinquency and Foreclosure Experience of the Sponsor,” a letter from the certified public accountant for the Sponsor will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the

 


form previously agreed to by the Sponsor and the Purchaser, with respect to such statistical information.

 

SECTION 14.

Indemnification.

(a)          The Sponsor (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 (i) 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 Free Writing Prospectus, the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Sponsor (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, (ii) any representation or warranty assigned or made by the Sponsor in Section 7 or Section 8 or by Master Funding in Section 10 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) to perform its obligations under this Agreement; and the Sponsor (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 the Sponsor 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 (i) 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, (ii) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Purchaser to perform its obligations under this Agreement; 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 the Sponsor shall be directed to EMC Mortgage Corporation, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038, (Telecopy: (972-444-2880)); notices to Master Funding shall be directed to Master Funding LLC, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038; 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 the Sponsor 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), the Sponsor (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, each of the Sponsor’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 Final Mortgage Loan Schedule and any Replacement Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the Closing.

 


 

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. 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 Sponsor’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. The Mortgage Loan Sellers will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.

SECTION 26.  Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes

 


all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

SECTION 27.  No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.

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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 “LaSalle Bank National Association, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-HE2,” and showing to the extent available to the related Mortgage Loan Seller an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee;

(ii)       The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form);

(iii)      Unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-HE2,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form);

(iv)         An original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the related Mortgage Loan Seller, with evidence of recording thereon;

(v)          The original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and

(vi)         Originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, the 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 by the related Mortgage Loan Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in

 


Exhibit J 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 Protected Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Purchaser shall deliver such documents to the Trustee or its Custodian promptly after they are received. The Sponsor (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 the Sponsor (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 the Sponsor (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 the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and its successors and assigns. In the event that the Sponsor (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, the Sponsor (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 the Sponsor (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 the Sponsor (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 Preliminary and Final Mortgage Loan Schedules shall set forth the following information with respect to each Mortgage Loan:

 

(i)

the loan sequence number;

 

(ii)

the Mortgage Loan identifying number;

 

(iii)

the EMC Loan identifying number;

 

(iv)

the current gross coupon;

 

(v)

the Servicing Fee Rate;

 

(vi)

the master servicing fee rate, if applicable;

 

(vii)

the LPMI Fee, if applicable;

 

(viii)

the Trustee Fee Rate;

 

(ix)

the current net coupon;

 

(x)

the maturity date;

 

(xi)

the original principal balance;

 

(xii)

the current principal balance;

 

(xiii)

the stated original term to maturity;

 

(xiv)

the stated remaining term to maturity;

 

(xv)

the property type;

 

(xvi)

the MIN with respect to each MOM Loan;

 

(xvii)

with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate;

 

(xviii)

with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate;

 

(xix)

with respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

 

(xx)

with respect to each Adjustable Rate Mortgage Loan, the next Adjustment Date;

 

(xxi)

with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap;

 


 

 

(xxii)

the Loan Group;

 

(xxiii)

a code indicating whether such Mortgage Loan is a first lien Mortgage Loan or a second lien Mortgage Loan;

 

(xxiv)

the Prepayment Charge, if any; and

 

(xxv)

a code indicating whether the Mortgage Loan is an EMC Mortgage Loan or a Master Funding Mortgage Loan.

 


 

EXHIBIT 3

MORTGAGE LOAN SELLERS' 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, the Swap Provider’s Information and the Yield Maintenance Agreement Provider’s Information.

 


 

EXHIBIT 5

SCHEDULE OF LOST NOTES

Available Upon Request

 


 

EXHIBIT 6

REVISED August 1, 2005

 

APPENDIX E - STANDARD & POOR'S PREDATORY LENDING CATEGORIES

Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry.

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

Arkansas

Arkansas Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

Effective July 16, 2003

High Cost Home Loan

Cleveland Heights, OH

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

Effective June 2, 2003

Covered Loan

Colorado

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

Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002

Covered Loan

Connecticut

Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq.

Effective October 1, 2001

High Cost Home Loan

District of Columbia

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

Effective for loans closed on or after January 28, 2003

Covered Loan

Florida

Fair Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

Effective October 2, 2002

High Cost Home Loan

Georgia (Oct. 1, 2002 – Mar. 6, 2003)

Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

High Cost Home Loan

 

 


 

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

 

Effective October 1, 2002 – March 6, 2003

 

Georgia as amended (Mar. 7, 2003 – current)

Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

Effective for loans closed on or after March 7, 2003

High Cost Home Loan

HOEPA Section 32

Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34

Effective October 1, 1995, amendments October 1, 2002

High Cost Loan

Illinois

High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001)

High Risk Home Loan

Kansas

Consumer Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999

High Loan to Value Consumer Loan (id. § 16a-3-207) and;

High APR Consumer Loan (id. § 16a-3-308a)

Kentucky

2003 KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.

Effective June 24, 2003

High Cost Home Loan

Maine

Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

Effective September 29, 1995 and as amended from time to time

High Rate High Fee Mortgage

Massachusetts

Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq.

High Cost Home Loan

 

 


 

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

 

Effective March 22, 2001 and amended from time to time

 

Nevada

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

Effective October 1, 2003

Home Loan

New Jersey

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

Effective for loans closed on or after November 27, 2003

High Cost Home Loan

New Mexico

Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

Effective as of January 1, 2004; Revised as of February 26, 2004

High Cost Home Loan

New York

N.Y. Banking Law Article 6-l

Effective for applications made on or after April 1, 2003

High Cost Home Loan

North Carolina

Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)

High Cost Home Loan

Ohio

H.B. 386 (codified in various sections of the Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq.

Effective May 24, 2002

Covered Loan

Oklahoma

Consumer Credit Code (codified in various sections of Title 14A)

Effective July 1, 2000; amended effective January 1, 2004

Subsection 10 Mortgage

South Carolina

South Carolina High Cost and Consumer Home Loans Act, S.C. Code

High Cost Home Loan

 

 


 

 

 

 

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

 

Ann. §§ 37-23-10 et seq.

Effective for loans taken on or after January 1, 2004

 

West Virginia

West Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq.

Effective June 5, 2002

West Virginia Mortgage Loan Act Loan

STANDARD & POOR'S COVERED LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

Georgia (Oct. 1, 2002 – Mar. 6, 2003)

Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

Effective October 1, 2002 – March 6, 2003

Covered Loan

New Jersey

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

Effective November 27, 2003 – July 5, 2004

Covered Home Loan

STANDARD & POOR'S HOME LOAN CATEGORIZATION

State/Jurisdiction

Name of Anti-Predatory Lending Law/Effective Date

Category under Applicable Anti-Predatory Lending Law

Georgia (Oct. 1, 2002 – Mar. 6, 2003)

Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

Effective October 1, 2002 – March 6, 2003

Home Loan

New Jersey

New Jersey Home Ownership Security

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

 

Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.

Effective for loans closed on or after November 27, 2003

 

New Mexico

Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

Effective as of January 1, 2004; Revised as of February 26, 2004

Home Loan

North Carolina

Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)

Consumer Home Loan

South Carolina

South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.

Effective for loans taken on or after January 1, 2004

Consumer Home Loan

 

 


 

SCHEDULE A

REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES

Public Certificates

 

Class

S&P

Moody’s

I-A-1

AAA

Aaa

I-A-2

AAA

Aaa

I-A-3

AAA

Aaa

II-A

AAA

Aaa

M-1

AA+

Aa1

M-2

AA

Aa2

M-3

AA-

Aa3

M-4

A+

A1

M-5

A

A2

M-6

A-

A3

M-7

BBB+

Baa1

M-8

BBB

Baa2

M-9

BBB-

Baa3

 

None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by the Rating Agencies.

 

Private Certificates

 

Class

S&P

Moody’s

M-10

BB+

Ba1

CE

Not Rated

Not Rated

P

Not Rated

Not Rated

R-1

Not Rated

Not Rated

R-2

Not Rated

Not Rated

R-3

Not Rated

Not Rated

RX

Not Rated

Not Rated

 

 


 

EXHIBIT M

SWAP AGREEMENT

 


DC/1363166-1/Confirm

[WACHOVIA LOGO]

SWAP TRANSACTION CONFIRMATION

                                      

Date:

February 28, 2006

To:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 ("Counterparty")

Address:

LaSalle Bank, NA

 

135 South LaSalle Street, Suite 1625  

 

Chicago IL

 

60603 UNITED STATES

Fax:

312-904-6257

Attention:

Global Securities and Trust Services Group

From:

Wachovia Bank, N.A. ("Wachovia")

Ref. No:

1363166

                                      

Dear Global Securities and Trust Services Group:

 

This confirms the terms of the Transaction described below between Counterparty and Wachovia. The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions shall have the respective meanings attributed to them in the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC (Depositor), EMC Mortgage Corporation (as Sponsor and Master Servicer) and LaSalle Bank National Association (Trustee). Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount.

 

1. The terms of the particular Transaction to which the Confirmation relates are as follows:

Transaction Type:

Interest Rate Swap

Currency for Payments:

U.S. Dollars

 

 

Notional Amount::

 

 

For a Calculation Period, the amount set forth opposite that Calculation Period on Attachment I

Term:

 

 

 

Trade Date:

February 28, 2006

 

Effective Date:

July 25, 2006

 

 


 

 

 

Termination Date:

February 25, 2011 in respect of Floating Amounts, subject to adjustment in accordance with the Following Business Day Convention.

 

 

February 25, 2011 in respect of Fixed Amounts

Fixed Amounts:  

Fixed Rate Payer:

Counterparty

Period End Dates:

Monthly on the 25th of each month commencing August 25, 2006, through and including the Termination Date; No Adjustment.

Payment Dates:

Monthly on the 1st Business Day prior to the related Distribution Date (as defined in the Pooling and Servicing Agreement) August 24, 2006, through and including February 24, 2011.  Notwithstanding the provisions of Section 4.9(a) of the 2000 ISDA Definitions, the Termination Date shall not be a Payment Date hereunder.  The final payment date shall be February 24, 2011.

Business Day:

New York and Illinois

Fixed Rate:

4.904%

Fixed Rate Day Count Fraction:

30/360

Fixed Amount:

Notwithstanding the provisions of Section 5.1(b) of the 2000 ISDA Definitions, the the Fixed Amount shall be equal to the product of 100 * the Notional Amount * the Fixed Rate * the Fixed Rate Day Count Fraction.

 

 

Floating Amounts:

 

Floating Rate Payer:

Wachovia

Period End Dates:

Monthly on the 25th of each month commencing August 25, 2006, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

Payment Dates:

Monthly on the 1st Business Day prior to the related Distribution Date (as defined in the Pooling and Servicing Agreement) August 24, 2006, through and including February 24, 2011.  Notwithstanding the provisions of Section 4.9(a) of the 2000 ISDA Definitions, the Termination Date shall not be a Payment Date hereunder.  The final payment date shall be February 24, 2011.

Business Day:

New York and Illinois

Floating Rate for initial Calculation Period:

Determined two London Banking Days prior to the Effective Date

Floating Rate Option:

USD-LIBOR-BBA

Designated Maturity:

1 Month

Spread:

None

Floating Rate Day Count Fraction:

Actual/360

Floating Rate determined:

Two London Banking Days prior to each Reset Date.

Reset Dates:

The first day of each Calculation Period.

Compounding:

Inapplicable

Rounding convention:

5 decimal places per the ISDA Definitions.

Floating Amounts:

Notwithstanding the provisions of Section 6.1(a) of the 2000 ISDA Definitions, the Floating Amount shall be equal to the product of 100 * the Notional Amount * the Floating Rate * the Floating Rate Day Count Fraction.

 

 

2. The additional provisions of this Confirmation are as follows:

Calculation Agent:

Wachovia

Payment Instructions:

Wachovia Bank, N.A.

 

CIB Group, ABA 053000219

 

Ref: Derivative Desk (Trade No: 1363166)

 

Account #: 04659360006116

Wachovia Contacts:

Settlement and/or Rate Resets:

 

1-800-249-3865

 

1-704-383-8429

 

Documentation:

 

Tel:  (704) 383-4599

 

Fax:  (704) 383-9139

 

Collateral:

 

Tel:  (704) 383-9529

 

Please quote transaction reference number.

 

 

Payments to Counterparty:

Please provide written payment instructions.

 

Wachovia will make no payments until

 

written payment instructions are received.

 

Phone: 1-800-249-3865 Fax: 1-704-383-8429

 

 

Documentation

This Confirmation supplements, forms part of, and is subject to, the Master Agreement between Wachovia and Counterparty dated as of February 28, 2006, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein.

 


 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.

Very truly yours,

Wachovia Bank, N.A.

 

By:____________________

Name:

Title:

 

 

sp: __

 

Ref. No. 1363166

 

 

 

 

Accepted and Confirmed as of date first written above:

LaSalle Bank National Association, not individually,

but solely as Supplemental Interest Trust Trustee on

behalf of the Supplemental Interest Trust with respect

to Bear Stearns Asset Backed Securities I Trust 2006-HE2,

Asset-Backed Certificates, Series 2006-HE2

 

By:______________________

Name:

Title:

 

 


 

ATTACHMENT I

Amortization Schedule for 1363166

Calculation Period

(from and including, to but excluding)

Payment Date

USD Notional

(at end of period)
         

25-Jul-06

 to      

25-Aug-06

24-Aug-06

6,272,638.41

25-Aug-06

 to      

25-Sep-06

22-Sep-06

6,055,107.10

25-Sep-06

 to      

25-Oct-06

24-Oct-06

5,820,014.02

25-Oct-06

 to      

25-Nov-06

24-Nov-06

5,570,018.88

25-Nov-06

 to      

25-Dec-06

22-Dec-06

5,322,478.93

25-Dec-06

 to      

25-Jan-07

24-Jan-07

5,085,906.20

25-Jan-07

 to      

25-Feb-07

23-Feb-07

4,859,967.65

25-Feb-07

 to      

25-Mar-07

23-Mar-07

4,644,232.49

25-Mar-07

 to      

25-Apr-07

24-Apr-07

4,438,234.29

25-Apr-07

 to      

25-May-07

24-May-07

4,241,528.11

25-May-07

 to      

25-Jun-07

22-Jun-07

4,053,689.52

25-Jun-07

 to      

25-Jul-07

24-Jul-07

3,874,313.88

25-Jul-07

 to      

25-Aug-07

24-Aug-07

3,703,014.74

25-Aug-07

 to      

25-Sep-07

24-Sep-07

3,539,419.87

25-Sep-07

 to      

25-Oct-07

24-Oct-07

3,383,182.38

25-Oct-07

 to      

25-Nov-07

23-Nov-07

3,233,824.57

25-Nov-07

 to      

25-Dec-07

24-Dec-07

3,091,436.20

25-Dec-07

 to      

25-Jan-08

24-Jan-08

2,955,581.48

25-Jan-08

 to      

25-Feb-08

22-Feb-08

2,825,809.81

25-Feb-08

 to      

25-Mar-08

24-Mar-08

1,031,528.21

25-Mar-08

 to      

25-Apr-08

24-Apr-08

991,843.64

25-Apr-08

 to      

25-May-08

23-May-08

953,742.29

25-May-08

 to      

25-Jun-08

24-Jun-08

917,158.72

25-Jun-08

 to      

25-Jul-08

24-Jul-08

882,030.25

25-Jul-08

 to      

25-Aug-08

22-Aug-08

848,296.88

25-Aug-08

 to      

25-Sep-08

24-Sep-08

815,901.17

25-Sep-08

 to      

25-Oct-08

24-Oct-08

784,772.29

25-Oct-08

 to      

25-Nov-08

24-Nov-08

754,893.55

25-Nov-08

 to      

25-Dec-08

24-Dec-08

726,225.19

25-Dec-08

 to      

25-Jan-09

23-Jan-09

698,685.63

25-Jan-09

 to      

25-Feb-09

24-Feb-09

672,228.41

25-Feb-09

 to      

25-Mar-09

24-Mar-09

394,803.97

25-Mar-09

 to      

25-Apr-09

24-Apr-09

382,268.13

25-Apr-09

 to      

25-May-09

22-May-09

370,127.40

25-May-09

 to      

25-Jun-09

24-Jun-09

358,369.42

25-Jun-09

 to      

25-Jul-09

24-Jul-09

346,982.18

25-Jul-09

 to      

25-Aug-09

24-Aug-09

335,954.05

25-Aug-09

 to      

25-Sep-09

24-Sep-09

325,273.78

25-Sep-09

 to      

25-Oct-09

23-Oct-09

314,930.45

25-Oct-09

 to      

25-Nov-09

24-Nov-09

304,913.50

25-Nov-09

 to      

25-Dec-09

24-Dec-09

295,212.68

25-Dec-09

 to      

25-Jan-10

22-Jan-10

285,818.09

25-Jan-10

 to      

25-Feb-10

24-Feb-10

276,720.10

25-Feb-10

 to      

25-Mar-10

24-Mar-10

267,909.41

25-Mar-10

 to      

25-Apr-10

23-Apr-10

259,377.00

25-Apr-10

 to      

25-May-10

24-May-10

251,114.13

25-May-10

 to      

25-Jun-10

24-Jun-10

243,112.35

25-Jun-10

 to      

25-Jul-10

23-Jul-10

235,363.45

25-Jul-10

 to      

25-Aug-10

24-Aug-10

227,859.48

25-Aug-10

 to      

25-Sep-10

24-Sep-10

220,591.52

 

 


 

 

Calculation Period

(from and including, to but excluding)

Payment Date

USD Notional

(at end of period)
         

25-Sep-10

 to      

25-Oct-10

22-Oct-10

213,553.22

25-Oct-10

 to      

25-Nov-10

24-Nov-10

206,736.94

25-Nov-10

 to      

25-Dec-10

24-Dec-10

200,130.73

25-Dec-10

 to      

25-Jan-11

24-Jan-11

193,733.73

25-Jan-11

to

25-Feb-11

24-Feb-11

187,539.36

 

 

 


 

EXHIBIT N

SPECIAL SERVICER DELINQUENCY TRIGGERS

 


EXHIBIT O

YIELD MAINTENANCE AGREEMENT

 


DC/1363170-1/Confirm

 

[WACHOVIA LOGO]

RATE CAP TRANSACTION CONFIRMATION

 

 

Date:

February 28,  2006

To:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2  ("Counterparty")

Address:

LaSalle Bank, NA

 

135 South LaSalle Street, Suite 1625  

 

Chicago IL

 

60603 UNITED STATES

Fax:

312-904-6257

Attention:

Global Securities and Trust Services Group

From:

Wachovia Bank, N.A. ("Wachovia")

Ref. No:

1363170
   

Dear Global Securities and Trust Services Group:

This confirms the terms of the Transaction described below between Counterparty and Wachovia. The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.  Terms capitalized but not defined herein or in the Definitions shall have the respective meanings attributed to them in the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC (Depositor), EMC Mortgage Corporation (as Sponsor and Master Servicer) and LaSalle Bank National Association (Trustee). 

 

1. The terms of the particular Transaction to which the Confirmation relates are as follows:

Transaction Type:

Rate Cap

Currency for Payments:

U.S. Dollars

Notional Amount:

With respect to any Calculation Period, the lesser of:   

 

(i) the amount set forth for such period in the  Schedule of Notional Amounts, attached hereto, and

 

(ii) the aggregate of the outstanding principal balance of the Mortgage Loans as of the first day of the Calculation Period

Term:

 

Trade Date:

February 28, 2006

Effective Date:

February 28, 2006

 

 


 

 

Termination Date:

July 25, 2006 , subject to adjustment in accordance with the Following Business Day Convention.

 

 

Fixed Amount:

 

Fixed Amount Payer:

Counterparty

Fixed Amount:

USD 497,850.00

Payment Date:

February 28, 2006

 

 

Floating Amounts:

 

Floating Rate Payer:

Wachovia

Cap Rate:

4.65%

Period End Dates:

Monthly on the 25th of each month commencing March 25, 2006, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention

Payment Dates:

Monthly on the 1st Business Day prior to the related Distribution Date (as defined in the Pooling and Servicing Agreement) commencing March 24, 2006, through and including July 24, 2006.  Notwithstanding the provisions of Section 4.9(a) of the 2000 ISDA Definitions, the Termination Date shall not be a Payment Date hereunder.  The final payment date shall be July 24, 2006.

Business Day:

New York and Illinois

Floating Rate for initial

 

Calculation Period:

Determined two London Banking Days prior to the Effective Date

Floating Rate Option:

USD-LIBOR-BBA

Designated Maturity:

1 Month

Spread:

None

Floating Rate Day

 

Count Fraction:

Actual/360

Floating Rate determined:

Two London Banking Days prior to each Reset Date.

Reset Dates:

The first day of each Calculation Period.

Compounding:

Inapplicable

Rounding Convention:

5 decimal places per the ISDA Definitions.

 

 

 

2. The additional provisions of this Confirmation are as follows:

 

Calculation Agent:

Wachovia

Payment Instructions:

Wachovia Bank, N.A.

 

CIB Group, ABA 053000219

 

Ref: Derivative Desk (Trade No: 1363170)

 

Account #: 04659360006116

Wachovia Contacts:

Settlement and/or Rate Resets:

 

1-800-249-3865

 

1-704-383-8429

 

Documentation:

 

Tel:  (704) 383-4599

 

Fax:  (704) 383-9139

 

Collateral:

 

Tel:  (704) 383-9529

 

Please quote transaction reference number.

Payments to Counterparty:

Please provide written payment instructions.

 

Wachovia will make no payments until

 

 

 

 

 

written payment instructions are received.

 

Phone: 1-800-249-3865 Fax: 1-704-383-8429

Documentation

This Confirmation supplements, forms part of, and is subject to, the Master Agreement between Wachovia and Counterparty dated as of February 28, 2006, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein.

 


 

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.

Very truly yours,

Wachovia Bank, N.A.

 

By:_______________________________

Name:

Title:

 

 

 

 

 

sp: __

 

Ref. No. 1363170

 

 

 

 

Accepted and Confirmed as of date first written above:

LaSalle Bank National Association, not individually, but

solely as Supplemental Interest Trust Trustee on behalf

of the Supplemental Interest Trust with respect to Bear

Stearns Asset Backed Securities I Trust 2006-HE2, Asset-

Backed Certificates, Series 2006-HE2                                             

 

By:_____________________________

Name:

Title:

 

 

 


 

 

SCHEDULE OF NOTIONAL AMOUNTS

Amortization Schedule for 1363170

 

 

Calculation Period

(from and including, to but excluding)

Payment Date

USD Notional

(at end of period)

 
         

28-Feb-06

 to      

27-Mar-06

24-Mar-06

706,145,220.67

27-Mar-06

 to      

25-Apr-06

24-Apr-06

694,582,635.44

25-Apr-06

 to      

25-May-06

24-May-06

680,859,893.68

25-May-06

 to      

26-Jun-06

23-Jun-06

665,024,972.08

26-Jun-06

 to      

25-Jul-06

24-Jul-06

647,134,208.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SCHEDULE

to the

MASTER AGREEMENT

dated as of February 28, 2006 between

WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)

and LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (“Party B”)

Part 1. Termination Provisions

(a)

“Specified Entity” means, with respect to Party A for all purposes of this Agreement, none specified, and with respect to Party B for all purposes of this Agreement, none specified.

(b)

“Specified Transaction” is not applicable to Party A or Party B for any purpose.

(c)

“Cross Default” does not apply to Party A or Party B.

(d)

“Credit Event Upon Merger” does not apply to Party A or Party B.

(e)

“Automatic Early Termination” does not apply to Party A or Party B.

(f)

Payments on Early Termination. Except as otherwise provided in this Schedule, “Market Quotation” and the “Second Method” apply. In the case of any Terminated Transaction that is, or is subject to, any unexercised option, the words “economic equivalent of any payment or delivery” appearing in the definition of “Market Quotation” shall be construed to take into account the economic equivalent of the option.

(g)

“Termination Currency” means United States Dollars.

(h)

Limitation on Defaults by Party A and Party B. The Events of Default specified in Section 5 of this Agreement shall not apply to Party A or Party B except for the following:

 

(i)

Section 5(a)(i) of this Agreement (Failure to Pay or Deliver), which for the avoidance of doubt shall also apply with respect to Party B in the event the Derivative Administrator fails to make any payments required to be made to Party A under the Derivative Administration Agreement;

 

(ii)

Section 5(a)(vii) of this Agreement (Bankruptcy), provided that the failure to make any payment of interest on or principal of any class of Certificates which does not give rise to an event of default pursuant to the terms of the Pooling and Servicing

 


Agreement shall not be deemed to constitute a Bankruptcy within the meaning of clause (2) thereof with respect to Party B;

 

(iii)

Section 5(a)(viii) of this Agreement (Merger Without Assumption); and

 

(iv)

With respect to Party A only, Section 5(a)(iii) of this Agreement (Credit Support Default).

(i)

Additional Termination Events.

 

(i)

The occurrence of any of the following events shall be an Additional Termination Event:

 

(A)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by Moody’s below the Hedge Counterparty Required Ratings of Moody’s (“Moody’s Required Rating Downgrade Event”), and Party A fails to make a Permitted Transfer (as defined below) in accordance with the provisions of Part 1(i)(iv) of this Schedule, provided, however, that termination due to any such Moody’s Required Rating Downgrade Event shall not be permitted if Moody’s agrees in writing that it will not downgrade, reduce, suspend or withdraw Moody’s then-current rating on any class of Certificates if this Agreement remains in full force and effect with respect to each transaction hereunder. Party A shall notify Party B within five (5) Business Days of the occurrence of a Moody’s Required Rating Downgrade Event;

 

(B)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by S&P below the Hedge Counterparty Required Ratings of S&P (“S&P Required Rating Downgrade Event”, and collectively with the Moody’s Required Rating Downgrade Event, a “Required Rating Downgrade Event”), and Party A fails to make a Permitted Transfer in accordance with the provisions of Part 6(a)(ii) of this Schedule within seven (7) days of such S&P Required Rating Downgrade Event, provided, however, that termination due to any such S&P Required Rating Downgrade Event shall not be permitted if S&P confirms in writing that it will not downgrade, reduce, suspend or withdraw S&P’s then-current rating on any class of Certificates if this Agreement remains in full force and effect with respect to each transaction hereunder. Party A shall notify Party B within one (1) Business Day of the occurrence of a S&P Required Rating Downgrade Event;

 

(C)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by any Rating Agency below the Hedge Counterparty Collateral Threshold Rating of that Rating Agency (“Collateral Rating Downgrade Event”), unless Party A either (i) transfers to Party B’s Custodian under a Credit Support

 


Annex an amount of Eligible Collateral under terms and in an amount subject to Rating Agency confirmation that such agreement will not cause the reduction or withdrawal on its then current rating on any outstanding Class of Certificates with respect to which it has previously issued a rating (the “Rating Agency Condition”) or (ii) makes a Permitted Transfer with respect to the Affected Transactions or (iii) provides Alternative Credit Support with respect to the Affected Transactions, in each case, on or before the Credit Support Commencement Date (as defined below). Party A shall notify Party B within five (5) Business Days of the occurrence of a Collateral Rating Downgrade Event;

 

(D)

The Trustee declares the Certificates due and payable for any reason and such declaration is (or becomes) unrescindable or irrevocable;

 

(E)

Party B fails to comply with sub-paragraph (f)(i) of Part 6 of this Schedule; any mandatory redemption, auction call redemption, optional redemption, tax redemption, clean-up call, termination upon liquidation or repurchase in full of all mortgage loans or other prepayment in full or repayment in full of all Certificates outstanding occurs under the Pooling and Servicing Agreement (or any notice is given to that effect and such mandatory redemption, auction call redemption, optional redemption, tax redemption, clean-up call or other prepayment or repayment is not capable of being rescinded); or

 

(F)

The occurrence of a Swap Disclosure Event (as defined in Part 6(j) below) Party A has not, within ten (10) days after such Swap Disclosure Event complied with any of the provisions set forth in Part 6(j)(iii) below.

 

(ii)

For purposes of the right to terminate under Section 6(b)(iv), Party A will be the sole Affected Party for any Additional Termination Event described in clause (A), (B), (C) or (F) of sub-paragraph (i) above, and Party B will be the sole Affected Party for any other Additional Termination Event.

 

(iii)

Notwithstanding which party is the Affected Party for any Additional Termination Event, upon the occurrence of an Early Termination Date for any Additional Termination Event under this Part 1(i), Party A shall make the calculations under Section 6(e) of this Agreement as though it were the non-Affected Party for purposes of Section 6(e)(ii)(1) of this Agreement, provided that any Market Quotation for any Transaction terminated pursuant to clause (A), (B), (C) or (F) of subparagraph (i) above shall be the Reference Market-maker’s price for entering into a Replacement Transaction with a creditworthy counterparty in which the Reference Market-maker would take the side that Party A had taken in the Terminated Transaction, and for any Transaction terminated pursuant to any other Additional Termination Event, shall be the Reference Market-maker’s price for entering into a Replacement Transaction with a creditworthy counterparty in which the Reference Market-maker would take the side that Party B had taken in the Terminated Transaction.

 


 

 

(iv)

If a Moody’s Required Rating Downgrade Event occurs and Party A fails to make a Permitted Transfer within thirty days of its initial failure to maintain the Hedge Counterparty Required Rating, then, beginning on the Over-collateralization Commencement Date and continuing until Party A has made a Permitted Transfer of the Affected Transactions, Party A shall transfer to Party B’s Custodian under a Credit Support Annex an amount of Eligible Collateral under terms and in an amount subject to Moody’s confirmation that such agreement will not cause the reduction or withdrawal on its then current rating on any class of Certificates. The posting of such collateral by Party A shall have the effect that no Additional Termination Event under Part 1(i)(i)(A) shall exist with respect to the Affected Transactions unless Party A has not made a Permitted Transfer of the Affected Transactions within 60 days after its initial failure to maintain the Hedge Counterparty Required Rating. Party A shall continue to post collateral following such 60 day period in accordance with the terms of this Agreement until the earlier to occur of consummation of a Permitted Transfer or termination of this Agreement. At all times following the occurrence of an Over-Collateralization Commencement Date relating to a Moody’s Required Rating Downgrade Event, Party A will continue to use its best efforts to find a replacement party which maintains (or its proposed guarantor maintains) the Hedge Counterparty Collateral Threshold Rating from each Rating Agency.

 

(v)

If a Collateral Rating Downgrade Event occurs, Party A shall, at its own expense, within 30 days of its initial failure to maintain the Hedge Counterparty Collateral Threshold Rating, either (a) make a Permitted Transfer with respect to the Affected Transactions, (b) beginning on the Credit Support Commencement Date and continuing until Party A has made a Permitted Transfer of the Affected Transactions, transfer to Party B’s Custodian under a Credit Support Annex an amount of Eligible Collateral under terms and in an amount subject to satisfaction of the Rating Agency Condition or (c) provide Alternative Credit Support with respect to the Affected Transactions. If a S&P Required Rating Downgrade Event occurs, Party A, at its own expense shall make a Permitted Transfer in accordance with the provisions of Part 6(a)(ii) of this Schedule within seven (7) days of such S&P Required Rating Downgrade Event. The posting of such collateral, provision of Alternative Credit Support or Permitted Transfer by Party A shall have the effect that no Additional Termination Event under Part 1(i)(i)(C) or Part 1(i)(i)(B), as applicable, shall exist with respect to the Affected Transactions.

 

(vi)

“Hedge Counterparty Required Rating” means, as applicable, (i) with respect to a Person as an issuer or with respect to long-term senior unsecured debt of such Person, (a) “A1” by Moody’s to the extent such Person has a long-term rating only (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by Moody’s); or (b) “A2” by Moody’s to the extent such Person has both a long-term and short-term rating and the short-term rating is “P-1” (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by Moody’s ); and (ii) with respect to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person, “BBB-” by S&P or a short-term debt rating of “A-3” by S&P (for so long as any Certificates are outstanding

 


under the Pooling and Servicing Agreement and are rated by S&P); provided that should a Rating Agency effect an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge Counterparty Required Rating shall be downwardly adjusted accordingly; provided, further, that any adjustment to a rating shall be subject to the prior written consent of the applicable Rating Agency.

 

(vii)

“Hedge Counterparty Collateral Threshold Rating” means, as applicable, (i) with respect to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person, “A1” and not on “Watch For Downgrade” (and the short-term debt of such Person is rated “P-1”and not on “Watch For Downgrade”) or “Aa3” and not on “Watch For Downgrade” (if only the long-term debt obligations of such Person are rated by Moody’s) or such Person or such debt has such ratings but is on “Watch for Downgrade” with respect to any of such ratings by Moody’s (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and rated by Moody’s); and (ii) a short-term debt rating of “A-1” by S&P, or, if such Person has a short-term debt rating below “A-1” or does not have a short-term debt rating, such Person as an issuer or with respect to the long-term senior unsecured debt of such Person has a rating of “A+” in each case, by S&P (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by S&P); provided that should a Rating Agency effect an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge Counterparty Collateral Threshold Rating shall be downwardly adjusted accordingly; provided, further, that any adjustment to a rating shall be subject to the prior written consent of the applicable Rating Agency.

 

(viii)

“Alternative Credit Support” means an absolute and unconditional guarantee, credit intermediation arrangement, letter of credit or other additional credit support or collateral, in a form which meets the applicable Rating Agency’s then current criteria with respect to such types of credit support reasonably acceptable to the applicable Rating Agency issuing the ratings subject to the applicable Required Rating Downgrade Event or Collateral Rating Downgrade Event and for which the Rating Agency Condition is satisfied.

 

(ix)

“Over-collateralization Commencement Date” means the first Business Day following the thirty-day period after Party A’s failure to maintain the Hedge Counterparty Required Rating with respect to Moody’s.

 

(x)

“Credit Support Commencement Date” means: (A) in connection with a Collateral Rating Downgrade Event that is not related to an Over-collateralization Commencement Date, the first Business Day following the 30-day period after the occurrence of the Collateral Rating Downgrade Event; (B) in connection with an Over-collateralization Commencement Date, the Over-collateralization Commencement Date; or (C) in connection with a Moody’s Required Rating Downgrade Event that is not related to an Over-collateralization Commencement Date, the first Business Day following the 10-day period after the occurrence of the Moody’s Required Rating Downgrade Event.

 


 

 

(xi)

“Rating Agency” means, as applicable, each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies (“S&P”) (so long as any Certificates deemed outstanding under the Pooling and Servicing Agreement are rated by S&P) and Moody’s Investors Service, Inc. (“Moody’s”) (so long as any Certificates deemed outstanding under the Pooling and Servicing Agreement are rated by Moody’s).

(j)

Events of Default. An Event of Default shall not occur with respect to Party A when the failure to pay or deliver, or the default, event of default or other similar condition or event, as the case maybe, arises solely (i) out of a wire transfer problem or an operational or administrative error or omission (so long as the required funds or property required to make that payment or delivery were otherwise available to Party A), or (ii) from the general unavailability of the relevant currency due to exchange controls or other similar governmental action, but in either case only if the payment or delivery is made within three Local Business Days after the problem has been corrected, the error or omission has been discovered or the currency becomes generally available.

Part 2. Tax Provisions

(a)

Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.

In making this representation, a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:

 

(i)

Party A makes the following representation(s):

 

(A)

It is a national banking association organized or formed under the laws of the United States and is a United States resident for United States federal income tax purposes.

 

(B)

Party A makes no other Payee Tax Representations.

 


 

 

(ii)

Party B makes the following representation(s):

 

(A)

Party B is a common law trust formed under the laws of the State of New York.

 

(c)

Tax Forms.

 

(i)

Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to the other party the tax forms specified below with respect to it (A) before the first Payment Date under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

 

(ii)

Tax Forms to be Delivered by Party A:

Party A will deliver or cause to be delivered a correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto), together with appropriate attachments, that eliminates U.S. federal withholding and backup withholding tax on payments to Party A under this Agreement.

 

(iii)

Tax forms to be Delivered by Party B:

Party B will deliver or cause to be delivered a correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto), together with appropriate attachments, that eliminates U.S. federal withholding and backup withholding tax on payments to Party B under this Agreement.

 

Part 3. Documents

(a)

Delivery of Documents. When it delivers this Agreement, each party shall also deliver its Closing Documents to the other party in form and substance reasonably satisfactory to the other party. For each Transaction, a party shall deliver, promptly upon request, a duly executed incumbency certificate for the person(s) executing the Confirmation for that Transaction on behalf of that party.

(b)

Closing Documents.

 

(i)

For Party A, “Closing Documents” mean:

 

(A)

an opinion of Party A’s counsel addressed to Party B and the Rating Agencies in form and substance acceptable to Party B and the Rating Agencies;

 

(B)

a duly executed incumbency certificate for each person executing this Agreement for Party A, or in lieu thereof, a copy of the relevant pages of its official signature book; and

 


 

 

(C)

each Credit Support Document (if any) specified for Party A in this Schedule, together with a duly executed incumbency certificate for the person(s) executing that Credit Support Document, or in lieu thereof, a copy of the relevant pages of its official signature book.

 

(ii)

For Party B, “Closing Documents” mean:

 

(A)

an opinion of Party B’s counsel addressed to Party A and the Rating Agencies in form and substance acceptable to Party A and the Rating Agencies;

 

(B)

a duly executed copy of the Pooling and Servicing Agreement, the Derivative Administration Agreement and the other operative documents relating thereto and referred to therein, executed and delivered by the parties thereto.

 

(C)

a copy, certified by the secretary or assistant secretary of Party B, of the resolutions of the board of directors of Party B authorizing the execution, delivery and performance by Party B of this Agreement and authorizing Party B to enter into Transactions hereunder; and

 

(D)

a duly executed certificate of the secretary or directors of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.

Part 4. Miscellaneous

(a)

Addresses for Notices. For purposes of Section 12(a) of this Agreement, all notices to a party shall, with respect to any particular Transaction, be sent to its address, telex number or facsimile number specified in the relevant Confirmation, provided that any notice under Section 5 or 6 of this Agreement, and any notice under this Agreement not related to a particular Transaction, shall be sent to a party at its address, telex number or facsimile number specified below; provided, further, that any notice under the Credit Support Annex shall be sent to a party at its address, telex number or facsimile number specified in the Credit Support Annex.

 

To Party A:

Wachovia Bank, National Association

301 South College, DC-8

Charlotte, NC 28202-0600

Attention: Bruce M. Young

Senior Vice President, Risk Management

Fax: (704) 383-0575

Phone: (704) 383-8778

 


 

To Party B:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Securities and Trust Services Group—Bear Stearns Asset Backed Securities I Supplemental Interest Trust 2006-HE2

Fax: (312) 904-1368

 

(b)

Process Agent. For the purpose of Section 13(c) of this Agreement, Party B irrevocably appoints as its Process Agent hereunder: Not Applicable.

(c)

Offices. Section 10(a) will not apply to this Agreement.

(d)

Multibranch Party. Neither party is a Multibranch Party.

(e)

“Calculation Agent” means Party A.

(f)

Credit Support Document.

 

(i)

For Party A, the following is a Credit Support Document: any applicable Credit Support Annex or document governing Alternative Credit Support beginning on the effective date of such Credit Support Annex or document.

 

(ii)

For Party B, the following is a Credit Support Document: none specified.

(g)

Credit Support Provider.

 

(i)

For Party A, Credit Support Provider means: none specified; provided that such party (other than Party A) executing a document governing Alternative Credit Support shall be a Credit Support Provider hereunder beginning on the effective date of such document.

 

(ii)

For Party B, Credit Support Provider means: none specified.

(h)

Governing Law. This Agreement will be governed by and construed in accordance with the law (and not the law of conflicts except with respect to §§ 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York.

(i)

Waiver of Jury Trial. To the extent permitted by applicable law, each party irrevocably waives any and all right to trial by jury in any legal proceeding in connection with this Agreement, any Credit Support Document to which it is a party, or any Transaction.

 


 

(j)

Netting of Payments. Section 2(c)(ii) of this Agreement will apply.

(k)

“Affiliate” has its meaning as defined in Section 14 of this Agreement; provided that Party B shall be deemed to not have any Affiliates for purposes of this Agreement.

Part 5. Other Provisions

(a)

ISDA Publications.

 

(i)

2000 ISDA Definitions. This Agreement and each Transaction are subject to the 2000 ISDA Definitions (including its Annex) published by the International Swaps and Derivatives Association, Inc. (together, the “2000 ISDA Definitions”) and will be governed by the provisions of the 2000 ISDA Definitions. The provisions of the 2000 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. Any reference to a “Swap Transaction” in the 2000 ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement or any Confirmation, and any reference to a “Transaction” in this Agreement or any Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the 2000 ISDA Definitions. The provisions of this Agreement (exclusive of the 2000 ISDA Definitions) shall prevail in the event of any conflict between such provisions and the 2000 ISDA Definitions.

(b)

Additional Representations. Section 3 is amended by adding the following Sections 3(g) and (h):

“(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal and not as agent, (ii) it acknowledges that the other party acts only arm’s length and is not its agent, broker, advisor or fiduciary in any respect, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Relevant Agreement, (iii) it is relying solely upon its own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) and upon advice from its own professional advisors, (iv) it understands the Relevant Agreement and those risks, has determined they are appropriate for it, and willingly assumes those risks, (v) it has not relied and will not be relying upon any evaluation or advice (including any recommendation, opinion, or representation) from the other party, its affiliates or the representatives or advisors of the other party or its affiliates (except representations expressly made in the Relevant Agreement or an opinion of counsel required thereunder); and (vi) if a party is acting as a Calculation Agent or Valuation Agent, it does so not as the other party’s agent or fiduciary, but on an arm’s length basis for the purpose of performing an administrative function in good faith.

“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any Credit Support Document, and any agreement (including any amendment, modification, transfer or early termination) between the parties relating thereto or to any Transaction.

 


 

(h) Eligibility. It is an “eligible contract participant” within the meaning of the Commodity Exchange Act (as amended by the Commodity Futures Modernization Act of 2000).

(c)

Recorded Conversations. Each party and any of its Affiliates may electronically record any of its telephone conversations with the other party or with any of the other party’s Affiliates in connection with this Agreement or any Transaction, and any such recordings may be submitted in evidence in any proceeding to establish any matters pertinent to this Agreement or any Transaction.

Part 6. Additional Terms  

(a)

Permitted Transfers.

 

(i)

Notwithstanding Section 7 of this Agreement, Party A may make a Permitted Transfer without the prior written consent of Party B, and at Party A’s own cost and expense, if either of the following events occurs:

 

(A)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A are rated below the Hedge Counterparty Required Rating or the Hedge Counterparty Collateral Threshold Rating by any Rating Agency at the time of the transfer; or

 

(B)

if consented to by Party B (such consent not to be unreasonably withheld), any Tax Event or Tax Event Upon Merger exists with respect to Party A at the time of the transfer.

 

(ii)

“Permitted Transfer” means a transfer, in whole but not in part, of all of Party A’s rights and obligations under this Agreement and which meets all of the following requirements:

 

(A)

the transferee is a recognized dealer in interest rate swaps organized under the laws of the United States of America or a jurisdiction located in the United States of America (or another jurisdiction reasonably acceptable to Party B that, at the time of the transfer, maintains (or its proposed guarantor maintains) the Hedge Counterparty Collateral Threshold Rating from each Rating Agency on its unsecured and unsubordinated debt, deposit or letter of credit obligations;

 

(B)

the Rating Agency Condition is satisfied with respect to such transfer;

 

(C)

neither an Event of Default with respect to the transferee nor a Termination Event would exist immediately after that transfer; and

 

(D)

the transferee executes and delivers a written agreement reasonably satisfactory to Party B under the Pooling and Servicing Agreement in which the transferee, among other things, legally and effectively accepts all the rights and assumes all the obligations of Party A under this Agreement.

 


 

(b)

Amendments. Except as expressly provided in this Agreement, no amendment, modification, or waiver in respect of this Agreement will be effective unless (A) evidenced by a writing executed by each party hereto, and (B) each Rating Agency confirms that the amendment, modification or waiver will not cause the reduction or withdrawal of its then current rating on any Certificates under the Pooling and Servicing Agreement.

(c)

Transfer. No Party to this Agreement may transfer its obligations under this Agreement pursuant to (i) Section 6(b)(ii) of this Agreement except upon written notice to each Rating Agency and (ii) Section 7(a) of this Agreement except upon written confirmation from each Rating Agency that, at such time, has assigned a rating to the Certificates that are outstanding under the Pooling and Servicing Agreement, that any such transfer would not cause such Rating Agency’s then-current rating on any class of Certificates to be adversely qualified, reduced, suspended or withdrawn.

(d)

Payments. All payments to Party B under this Agreement or any Transaction shall be made to the appropriate Derivative Account under the Pooling and Servicing Agreement (as set forth in the related Confirmation).

(e)

Set-off. Party A and Party B hereby waive any and all right of set-off with respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive or otherwise limit the netting provisions contained in Sections 2(c)(ii) and 6(e) of this Agreement or the setoff rights contained in the Credit Support Annex.

(f)

Pooling and Servicing Agreement

 

(i)

Party B hereby acknowledges that Party A is a third-party beneficiary under the Pooling and Servicing Agreement and the Derivative Administration Agreement, and Party B agrees for the benefit of Party A that neither it nor the Depositor, the Master Servicer or the Trustee will take any action (whether in the form of an amendment, a modification, supplement, waiver, approval, consent or otherwise) which may have a material adverse effect with respect to the rights, interest or benefits granted to Party A under the Pooling and Servicing Agreement or the Derivative Administration Agreement with respect to this Agreement, whether or not this Agreement is specifically referred to or identified therein.

“Pooling and Servicing Agreement” means that certain Pooling and Servicing Agreement, dated as of February 1, 2006, by and among Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as Sponsor and Master Servicer, and LaSalle Bank National Association, as Trustee, as the same may be amended, modified, supplemented or restated from time to time.

 

(ii)

On the date Party B executes and delivers this Agreement and on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: that the Pooling and Servicing Agreement and the Derivative Administration Agreement is in full force and effect; that Party B is not party to any separate agreement with any of the parties to the Pooling and Servicing Agreement or the Derivative

 


Administration Agreement that would have the effect of diminishing or impairing the rights, interests or benefits that have been granted to Party A under, and which are expressly set forth in, the Pooling and Servicing Agreement or the Derivative Administration Agreement; that Party B’s obligations under this Agreement are dependent on payments under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that the Transactions entered into under this Agreement constitute an “Interest Rate Swap Agreement” and a “Yield Maintenance Agreement” under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that each Transaction entered into under this Agreement is an Interest Rate Swap Agreement or a Yield Maintenance Agreement under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that Party A constitutes a Swap Provider and Yield Maintenance Agreement Provider under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that no Event of Default has occurred and is continuing as defined in the Pooling and Servicing Agreement; that nothing herein violates or conflicts with any of the provisions of the Pooling and Servicing Agreement, the Derivative Administration Agreement or any other documents executed in connection therewith. In addition, on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: that the Transactions do not violate or conflict with any of the provisions of the Pooling and Servicing Agreement, the Derivative Administration Agreement or any other documents executed in connection therewith; and that under the terms of the Pooling and Servicing Agreement and the Derivative Administration Agreement, neither the consent of the Trustee, the Supplemental Interest Trust Trustee, the Derivative Administrator nor of any of the Certificateholders under the Pooling and Servicing Agreement is required for Party B to enter into that Transaction or for Party A to be entitled for that Transaction to the rights, interests and benefits granted to Party A under the Pooling and Servicing Agreement and the Derivative Administration Agreement.

(g)

Consent to Notice & Communications. Party B hereby consents to the giving to the Supplemental Interest Trust Trustee of notice by Party A of Party A’s address and telecopy and telephone numbers for all purposes of the Pooling and Servicing Agreement, and in addition, Party A shall also be entitled at any time to provide the Supplemental Interest Trust Trustee with copies of this Agreement, including all Confirmations. In addition, Party A shall not be precluded from communicating with the Trustee or any party to, or any third party beneficiary under, the Pooling and Servicing Agreement for the purpose of exercising, enforcing or protecting any of Party A’s rights or remedies under this Agreement or any rights, interests or benefits granted to Party A under the Pooling and Servicing Agreement.

(h)

Supplemental Interest Trust Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by LaSalle Bank National Association (“LaSalle”), not individually or personally but solely as trustee on behalf of the Supplemental Interest Trust, (b) each of the representations, undertakings and agreements herein made on the part of Party B is made and intended not as personal representations, undertakings and agreements by LaSalle but is made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as creating

 


any liability on LaSalle, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; provided that nothing in this paragraph shall relieve LaSalle from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, (d) under no circumstances shall LaSalle be personally liable for the payment of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, presentation, warranty or covenant made or undertaken by Party B under this Agreement or any other related documents, other than due to its gross negligence or willful misconduct in performing the obligations of the Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement, (e) any resignation or removal of LaSalle as trustee on behalf of the Supplemental Interest Trust shall require the assignment of this agreement to LaSalle’s replacement, (f) LaSalle has been directed, pursuant to the Pooling and Servicing Agreement, to enter into this Agreement and to perform its obligations hereunder, and (g) the parties hereto acknowledge and agree that under (i) the Derivative Administration Agreement, dated as of February 28, 2006, among LaSalle Bank National Association, as derivative administrator (in such capacity, the “Derivative Administrator”), the Supplemental Interest Trust Trustee, and the Trustee, (ii) the Pooling and Servicing Agreement, and (iii) this Agreement, the Derivative Administrator, may act for Party B hereunder, and Party A hereby acknowledges and agrees that it will, unless otherwise directed by the Supplemental Interest Trust Trustee or the Derivative Administrator, make all payments hereunder to the account specified in the related Confirmations. Party A shall be entitled to rely, shall be fully protected in relying, and shall incur no liability from relying in good faith, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the Derivative Administrator.

 

(i)

Party A Rights Solely Against Trust Fund. Notwithstanding anything herein to the contrary, Party A hereunder acknowledges and agrees that the liability of Party B to Party A hereunder (including, for the avoidance of doubt, each Confirmation hereto) is limited in recourse to the assets in the Trust Fund and to the extent that the proceeds of the assets in the Trust Fund, when applied in accordance with the applicable provisions of the Pooling and Servicing Agreement, are insufficient to meet the obligations of Party B hereunder in full, Party B shall have no further liability in respect of any such outstanding obligations and any obligations of Party B which remain outstanding, and all claims against Party B hereunder shall be extinguished. Party A further agrees and acknowledges that the obligations of Party B hereunder are solely the corporate obligations of Party B and that Party A shall not take any action against the directors, shareholders, administrator or officers of Party B to recover any amounts due hereunder (absent fraud or willful misconduct by any such person). This clause shall survive the termination of this agreement for any reason. Notwithstanding the foregoing, neither party will be required to pay additional amounts in respect of any Indemnifiable Tax or be under any obligation to pay the other party any amount in respect of any liability of such other party for or on account of any Tax and this Part 6(i) shall be construed accordingly.
 

(j)

Regulation AB Provisions. (i) Party A agrees and acknowledges that the Depositor may be

 


required under Regulation AB under the Securities Act of 1933, as amended (“Regulation AB”), to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement, as calculated from time to time in accordance with Item 1115 of Regulation AB.

 

(ii)

It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party B requests from Party A the applicable financial information described in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the Depositor, made in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”).

 

(iii)

Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall either (a) provide to the Depositor the Swap Financial Disclosure, (b) transfer Eligible Collateral to Party B’s Custodian in an amount (including any amount posted pursuant to clause (i) of Part 1 (i)(C) above, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB), or (c) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Collateral Threshold Rating from each Rating Agency and which satisfies the Rating Agency Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

(k)

FDIC Requirements. In the case of Party A, it is a bank subject to the requirements of 12 U.S.C. § 1823(e), its execution, delivery and performance of this Agreement (including the Credit Support Annex and each Confirmation) have been approved by its board of directors or its loan committee, such approval is reflected in the minutes of said board of directors or loan committee, and this Agreement (including the Credit Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution (or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor are satisfied in full).

(l)

Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties;

 


provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

(m)

No Bankruptcy Petition. Party A agrees that, prior to the date which is at least one year and one day (or, if longer, the applicable preference period then in effect) after all the Certificates have been paid in full, it will not institute against, or join any other person or entity in instituting against, Party B any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction, provided that nothing herein shall preclude, or be deemed to estop, Party A from taking any action in any case or proceeding voluntarily filed or commenced by or on behalf of Party B by a party other than Party A or in any involuntary case or proceeding after it has commenced. The provisions of this Part 6(m) shall survive the termination of this Agreement.

Part 7. Definitions:

All capitalized terms used herein and not defined, shall have the definition ascribed to them in the Pooling and Servicing Agreement.

 


 

                IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

__________________________________

Name:

Title:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

By:

__________________________________

Name:

Title:

 

 


SCHEDULE

to the

MASTER AGREEMENT

dated as of February 28, 2006 between

WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)

and LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2 (“Party B”)

Part 1. Termination Provisions

(a)

“Specified Entity” means, with respect to Party A for all purposes of this Agreement, none specified, and with respect to Party B for all purposes of this Agreement, none specified.

(b)

“Specified Transaction” is not applicable to Party A or Party B for any purpose.

(c)

“Cross Default” does not apply to Party A or Party B.

(d)

“Credit Event Upon Merger” does not apply to Party A or Party B.

(e)

“Automatic Early Termination” does not apply to Party A or Party B.

(f)

Payments on Early Termination. Except as otherwise provided in this Schedule, “Market Quotation” and the “Second Method” apply. In the case of any Terminated Transaction that is, or is subject to, any unexercised option, the words “economic equivalent of any payment or delivery” appearing in the definition of “Market Quotation” shall be construed to take into account the economic equivalent of the option.

(g)

“Termination Currency” means United States Dollars.

(h)

Limitation on Defaults by Party A and Party B. The Events of Default specified in Section 5 of this Agreement shall not apply to Party A or Party B except for the following:

 

(i)

Section 5(a)(i) of this Agreement (Failure to Pay or Deliver), which for the avoidance of doubt shall also apply with respect to Party B in the event the Derivative Administrator fails to make any payments required to be made to Party A under the Derivative Administration Agreement;

 

(ii)

Section 5(a)(vii) of this Agreement (Bankruptcy), provided that the failure to make any payment of interest on or principal of any class of Certificates which does not give rise to an event of default pursuant to the terms of the Pooling and Servicing

 


Agreement shall not be deemed to constitute a Bankruptcy within the meaning of clause (2) thereof with respect to Party B;

 

(iii)

Section 5(a)(viii) of this Agreement (Merger Without Assumption); and

 

(iv)

With respect to Party A only, Section 5(a)(iii) of this Agreement (Credit Support Default).

(i)

Additional Termination Events.

 

(i)

The occurrence of any of the following events shall be an Additional Termination Event:

 

(A)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by Moody’s below the Hedge Counterparty Required Ratings of Moody’s (“Moody’s Required Rating Downgrade Event”), and Party A fails to make a Permitted Transfer (as defined below) in accordance with the provisions of Part 1(i)(iv) of this Schedule, provided, however, that termination due to any such Moody’s Required Rating Downgrade Event shall not be permitted if Moody’s agrees in writing that it will not downgrade, reduce, suspend or withdraw Moody’s then-current rating on any class of Certificates if this Agreement remains in full force and effect with respect to each transaction hereunder. Party A shall notify Party B within five (5) Business Days of the occurrence of a Moody’s Required Rating Downgrade Event;

 

(B)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by S&P below the Hedge Counterparty Required Ratings of S&P (“S&P Required Rating Downgrade Event”, and collectively with the Moody’s Required Rating Downgrade Event, a “Required Rating Downgrade Event”), and Party A fails to make a Permitted Transfer in accordance with the provisions of Part 6(a)(ii) of this Schedule within seven (7) days of such S&P Required Rating Downgrade Event, provided, however, that termination due to any such S&P Required Rating Downgrade Event shall not be permitted if S&P confirms in writing that it will not downgrade, reduce, suspend or withdraw S&P’s then-current rating on any class of Certificates if this Agreement remains in full force and effect with respect to each transaction hereunder. Party A shall notify Party B within one (1) Business Day of the occurrence of a S&P Required Rating Downgrade Event;

 

(C)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A or its Credit Support Provider, as applicable, are assigned a rating by any Rating Agency below the Hedge Counterparty Collateral Threshold Rating of that Rating Agency (“Collateral Rating Downgrade Event”), unless Party A either (i) transfers to Party B’s Custodian under a Credit Support

 


Annex an amount of Eligible Collateral under terms and in an amount subject to Rating Agency confirmation that such agreement will not cause the reduction or withdrawal on its then current rating on any outstanding Class of Certificates with respect to which it has previously issued a rating (the “Rating Agency Condition”) or (ii) makes a Permitted Transfer with respect to the Affected Transactions or (iii) provides Alternative Credit Support with respect to the Affected Transactions, in each case, on or before the Credit Support Commencement Date (as defined below). Party A shall notify Party B within five (5) Business Days of the occurrence of a Collateral Rating Downgrade Event;

 

(D)

The Trustee declares the Certificates due and payable for any reason and such declaration is (or becomes) unrescindable or irrevocable;

 

(E)

Party B fails to comply with sub-paragraph (f)(i) of Part 6 of this Schedule; any mandatory redemption, auction call redemption, optional redemption, tax redemption, clean-up call, termination upon liquidation or repurchase in full of all mortgage loans or other prepayment in full or repayment in full of all Certificates outstanding occurs under the Pooling and Servicing Agreement (or any notice is given to that effect and such mandatory redemption, auction call redemption, optional redemption, tax redemption, clean-up call or other prepayment or repayment is not capable of being rescinded); or

 

(F)

The occurrence of a Swap Disclosure Event (as defined in Part 6(j) below) Party A has not, within ten (10) days after such Swap Disclosure Event complied with any of the provisions set forth in Part 6(j)(iii) below.

 

(ii)

For purposes of the right to terminate under Section 6(b)(iv), Party A will be the sole Affected Party for any Additional Termination Event described in clause (A), (B), (C) or (F) of sub-paragraph (i) above, and Party B will be the sole Affected Party for any other Additional Termination Event.

 

(iii)

Notwithstanding which party is the Affected Party for any Additional Termination Event, upon the occurrence of an Early Termination Date for any Additional Termination Event under this Part 1(i), Party A shall make the calculations under Section 6(e) of this Agreement as though it were the non-Affected Party for purposes of Section 6(e)(ii)(1) of this Agreement, provided that any Market Quotation for any Transaction terminated pursuant to clause (A), (B), (C) or (F) of subparagraph (i) above shall be the Reference Market-maker’s price for entering into a Replacement Transaction with a creditworthy counterparty in which the Reference Market-maker would take the side that Party A had taken in the Terminated Transaction, and for any Transaction terminated pursuant to any other Additional Termination Event, shall be the Reference Market-maker’s price for entering into a Replacement Transaction with a creditworthy counterparty in which the Reference Market-maker would take the side that Party B had taken in the Terminated Transaction.

 


 

 

(iv)

If a Moody’s Required Rating Downgrade Event occurs and Party A fails to make a Permitted Transfer within thirty days of its initial failure to maintain the Hedge Counterparty Required Rating, then, beginning on the Over-collateralization Commencement Date and continuing until Party A has made a Permitted Transfer of the Affected Transactions, Party A shall transfer to Party B’s Custodian under a Credit Support Annex an amount of Eligible Collateral under terms and in an amount subject to Moody’s confirmation that such agreement will not cause the reduction or withdrawal on its then current rating on any class of Certificates. The posting of such collateral by Party A shall have the effect that no Additional Termination Event under Part 1(i)(i)(A) shall exist with respect to the Affected Transactions unless Party A has not made a Permitted Transfer of the Affected Transactions within 60 days after its initial failure to maintain the Hedge Counterparty Required Rating. Party A shall continue to post collateral following such 60 day period in accordance with the terms of this Agreement until the earlier to occur of consummation of a Permitted Transfer or termination of this Agreement. At all times following the occurrence of an Over-Collateralization Commencement Date relating to a Moody’s Required Rating Downgrade Event, Party A will continue to use its best efforts to find a replacement party which maintains (or its proposed guarantor maintains) the Hedge Counterparty Collateral Threshold Rating from each Rating Agency.

 

(v)

If a Collateral Rating Downgrade Event occurs, Party A shall, at its own expense, within 30 days of its initial failure to maintain the Hedge Counterparty Collateral Threshold Rating, either (a) make a Permitted Transfer with respect to the Affected Transactions, (b) beginning on the Credit Support Commencement Date and continuing until Party A has made a Permitted Transfer of the Affected Transactions, transfer to Party B’s Custodian under a Credit Support Annex an amount of Eligible Collateral under terms and in an amount subject to satisfaction of the Rating Agency Condition or (c) provide Alternative Credit Support with respect to the Affected Transactions. If a S&P Required Rating Downgrade Event occurs, Party A, at its own expense shall make a Permitted Transfer in accordance with the provisions of Part 6(a)(ii) of this Schedule within seven (7) days of such S&P Required Rating Downgrade Event. The posting of such collateral, provision of Alternative Credit Support or Permitted Transfer by Party A shall have the effect that no Additional Termination Event under Part 1(i)(i)(C) or Part 1(i)(i)(B), as applicable, shall exist with respect to the Affected Transactions.

 

(vi)

“Hedge Counterparty Required Rating” means, as applicable, (i) with respect to a Person as an issuer or with respect to long-term senior unsecured debt of such Person, (a) “A1” by Moody’s to the extent such Person has a long-term rating only (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by Moody’s); or (b) “A2” by Moody’s to the extent such Person has both a long-term and short-term rating and the short-term rating is “P-1” (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by Moody’s ); and (ii) with respect to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person, “BBB-” by S&P or a short-term debt rating of “A-3” by S&P (for so long as any Certificates are outstanding

 


under the Pooling and Servicing Agreement and are rated by S&P); provided that should a Rating Agency effect an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge Counterparty Required Rating shall be downwardly adjusted accordingly; provided, further, that any adjustment to a rating shall be subject to the prior written consent of the applicable Rating Agency.

 

(vii)

“Hedge Counterparty Collateral Threshold Rating” means, as applicable, (i) with respect to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person, “A1” and not on “Watch For Downgrade” (and the short-term debt of such Person is rated “P-1”and not on “Watch For Downgrade”) or “Aa3” and not on “Watch For Downgrade” (if only the long-term debt obligations of such Person are rated by Moody’s) or such Person or such debt has such ratings but is on “Watch for Downgrade” with respect to any of such ratings by Moody’s (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and rated by Moody’s); and (ii) a short-term debt rating of “A-1” by S&P, or, if such Person has a short-term debt rating below “A-1” or does not have a short-term debt rating, such Person as an issuer or with respect to the long-term senior unsecured debt of such Person has a rating of “A+” in each case, by S&P (for so long as any Certificates are outstanding under the Pooling and Servicing Agreement and are rated by S&P); provided that should a Rating Agency effect an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge Counterparty Collateral Threshold Rating shall be downwardly adjusted accordingly; provided, further, that any adjustment to a rating shall be subject to the prior written consent of the applicable Rating Agency.

 

(viii)

“Alternative Credit Support” means an absolute and unconditional guarantee, credit intermediation arrangement, letter of credit or other additional credit support or collateral, in a form which meets the applicable Rating Agency’s then current criteria with respect to such types of credit support reasonably acceptable to the applicable Rating Agency issuing the ratings subject to the applicable Required Rating Downgrade Event or Collateral Rating Downgrade Event and for which the Rating Agency Condition is satisfied.

 

(ix)

“Over-collateralization Commencement Date” means the first Business Day following the thirty-day period after Party A’s failure to maintain the Hedge Counterparty Required Rating with respect to Moody’s.

 

(x)

“Credit Support Commencement Date” means: (A) in connection with a Collateral Rating Downgrade Event that is not related to an Over-collateralization Commencement Date, the first Business Day following the 30-day period after the occurrence of the Collateral Rating Downgrade Event; (B) in connection with an Over-collateralization Commencement Date, the Over-collateralization Commencement Date; or (C) in connection with a Moody’s Required Rating Downgrade Event that is not related to an Over-collateralization Commencement Date, the first Business Day following the 10-day period after the occurrence of the Moody’s Required Rating Downgrade Event.

 


 

 

(xi)

“Rating Agency” means, as applicable, each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies (“S&P”) (so long as any Certificates deemed outstanding under the Pooling and Servicing Agreement are rated by S&P) and Moody’s Investors Service, Inc. (“Moody’s”) (so long as any Certificates deemed outstanding under the Pooling and Servicing Agreement are rated by Moody’s).

(j)

Events of Default. An Event of Default shall not occur with respect to Party A when the failure to pay or deliver, or the default, event of default or other similar condition or event, as the case maybe, arises solely (i) out of a wire transfer problem or an operational or administrative error or omission (so long as the required funds or property required to make that payment or delivery were otherwise available to Party A), or (ii) from the general unavailability of the relevant currency due to exchange controls or other similar governmental action, but in either case only if the payment or delivery is made within three Local Business Days after the problem has been corrected, the error or omission has been discovered or the currency becomes generally available.

Part 2. Tax Provisions

(a)

Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.

In making this representation, a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:

 

(i)

Party A makes the following representation(s):

 

(A)

It is a national banking association organized or formed under the laws of the United States and is a United States resident for United States federal income tax purposes.

 

(B)

Party A makes no other Payee Tax Representations.

 


 

 

(ii)

Party B makes the following representation(s):

 

(A)

Party B is a common law trust formed under the laws of the State of New York.

 

(c)

Tax Forms.

 

(i)

Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to the other party the tax forms specified below with respect to it (A) before the first Payment Date under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

 

(ii)

Tax Forms to be Delivered by Party A:

Party A will deliver or cause to be delivered a correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto), together with appropriate attachments, that eliminates U.S. federal withholding and backup withholding tax on payments to Party A under this Agreement.

 

(iii)

Tax forms to be Delivered by Party B:

Party B will deliver or cause to be delivered a correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto), together with appropriate attachments, that eliminates U.S. federal withholding and backup withholding tax on payments to Party B under this Agreement.

 

Part 3. Documents

(a)

Delivery of Documents. When it delivers this Agreement, each party shall also deliver its Closing Documents to the other party in form and substance reasonably satisfactory to the other party. For each Transaction, a party shall deliver, promptly upon request, a duly executed incumbency certificate for the person(s) executing the Confirmation for that Transaction on behalf of that party.

(b)

Closing Documents.

 

(i)

For Party A, “Closing Documents” mean:

 

(A)

an opinion of Party A’s counsel addressed to Party B and the Rating Agencies in form and substance acceptable to Party B and the Rating Agencies;

 

(B)

a duly executed incumbency certificate for each person executing this Agreement for Party A, or in lieu thereof, a copy of the relevant pages of its official signature book; and

 


 

 

(C)

each Credit Support Document (if any) specified for Party A in this Schedule, together with a duly executed incumbency certificate for the person(s) executing that Credit Support Document, or in lieu thereof, a copy of the relevant pages of its official signature book.

 

(ii)

For Party B, “Closing Documents” mean:

 

(A)

an opinion of Party B’s counsel addressed to Party A and the Rating Agencies in form and substance acceptable to Party A and the Rating Agencies;

 

(B)

a duly executed copy of the Pooling and Servicing Agreement, the Derivative Administration Agreement and the other operative documents relating thereto and referred to therein, executed and delivered by the parties thereto.

 

(C)

a copy, certified by the secretary or assistant secretary of Party B, of the resolutions of the board of directors of Party B authorizing the execution, delivery and performance by Party B of this Agreement and authorizing Party B to enter into Transactions hereunder; and

 

(D)

a duly executed certificate of the secretary or directors of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.

Part 4. Miscellaneous

(a)

Addresses for Notices. For purposes of Section 12(a) of this Agreement, all notices to a party shall, with respect to any particular Transaction, be sent to its address, telex number or facsimile number specified in the relevant Confirmation, provided that any notice under Section 5 or 6 of this Agreement, and any notice under this Agreement not related to a particular Transaction, shall be sent to a party at its address, telex number or facsimile number specified below; provided, further, that any notice under the Credit Support Annex shall be sent to a party at its address, telex number or facsimile number specified in the Credit Support Annex.

 

To Party A:

Wachovia Bank, National Association

301 South College, DC-8

Charlotte, NC 28202-0600

Attention: Bruce M. Young

Senior Vice President, Risk Management

Fax: (704) 383-0575

Phone: (704) 383-8778

 


 

To Party B:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Securities and Trust Services Group—Bear Stearns Asset Backed Securities I Supplemental Interest Trust 2006-HE2

Fax: (312) 904-1368

 

(b)

Process Agent. For the purpose of Section 13(c) of this Agreement, Party B irrevocably appoints as its Process Agent hereunder: Not Applicable.

(c)

Offices. Section 10(a) will not apply to this Agreement.

(d)

Multibranch Party. Neither party is a Multibranch Party.

(e)

“Calculation Agent” means Party A.

(f)

Credit Support Document.

 

(i)

For Party A, the following is a Credit Support Document: any applicable Credit Support Annex or document governing Alternative Credit Support beginning on the effective date of such Credit Support Annex or document.

 

(ii)

For Party B, the following is a Credit Support Document: none specified.

(g)

Credit Support Provider.

 

(i)

For Party A, Credit Support Provider means: none specified; provided that such party (other than Party A) executing a document governing Alternative Credit Support shall be a Credit Support Provider hereunder beginning on the effective date of such document.

 

(ii)

For Party B, Credit Support Provider means: none specified.

(h)

Governing Law. This Agreement will be governed by and construed in accordance with the law (and not the law of conflicts except with respect to §§ 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York.

(i)

Waiver of Jury Trial. To the extent permitted by applicable law, each party irrevocably waives any and all right to trial by jury in any legal proceeding in connection with this Agreement, any Credit Support Document to which it is a party, or any Transaction.

 


 

(j)

Netting of Payments. Section 2(c)(ii) of this Agreement will apply.

(k)

“Affiliate” has its meaning as defined in Section 14 of this Agreement; provided that Party B shall be deemed to not have any Affiliates for purposes of this Agreement.

Part 5. Other Provisions

(a)

ISDA Publications.

 

(i)

2000 ISDA Definitions. This Agreement and each Transaction are subject to the 2000 ISDA Definitions (including its Annex) published by the International Swaps and Derivatives Association, Inc. (together, the “2000 ISDA Definitions”) and will be governed by the provisions of the 2000 ISDA Definitions. The provisions of the 2000 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. Any reference to a “Swap Transaction” in the 2000 ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement or any Confirmation, and any reference to a “Transaction” in this Agreement or any Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the 2000 ISDA Definitions. The provisions of this Agreement (exclusive of the 2000 ISDA Definitions) shall prevail in the event of any conflict between such provisions and the 2000 ISDA Definitions.

(b)

Additional Representations. Section 3 is amended by adding the following Sections 3(g) and (h):

“(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal and not as agent, (ii) it acknowledges that the other party acts only arm’s length and is not its agent, broker, advisor or fiduciary in any respect, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Relevant Agreement, (iii) it is relying solely upon its own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) and upon advice from its own professional advisors, (iv) it understands the Relevant Agreement and those risks, has determined they are appropriate for it, and willingly assumes those risks, (v) it has not relied and will not be relying upon any evaluation or advice (including any recommendation, opinion, or representation) from the other party, its affiliates or the representatives or advisors of the other party or its affiliates (except representations expressly made in the Relevant Agreement or an opinion of counsel required thereunder); and (vi) if a party is acting as a Calculation Agent or Valuation Agent, it does so not as the other party’s agent or fiduciary, but on an arm’s length basis for the purpose of performing an administrative function in good faith.

“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any Credit Support Document, and any agreement (including any amendment, modification, transfer or early termination) between the parties relating thereto or to any Transaction.

 


 

(h) Eligibility. It is an “eligible contract participant” within the meaning of the Commodity Exchange Act (as amended by the Commodity Futures Modernization Act of 2000).

(c)

Recorded Conversations. Each party and any of its Affiliates may electronically record any of its telephone conversations with the other party or with any of the other party’s Affiliates in connection with this Agreement or any Transaction, and any such recordings may be submitted in evidence in any proceeding to establish any matters pertinent to this Agreement or any Transaction.

Part 6. Additional Terms  

(a)

Permitted Transfers.

 

(i)

Notwithstanding Section 7 of this Agreement, Party A may make a Permitted Transfer without the prior written consent of Party B, and at Party A’s own cost and expense, if either of the following events occurs:

 

(A)

the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A are rated below the Hedge Counterparty Required Rating or the Hedge Counterparty Collateral Threshold Rating by any Rating Agency at the time of the transfer; or

 

(B)

if consented to by Party B (such consent not to be unreasonably withheld), any Tax Event or Tax Event Upon Merger exists with respect to Party A at the time of the transfer.

 

(ii)

“Permitted Transfer” means a transfer, in whole but not in part, of all of Party A’s rights and obligations under this Agreement and which meets all of the following requirements:

 

(A)

the transferee is a recognized dealer in interest rate swaps organized under the laws of the United States of America or a jurisdiction located in the United States of America (or another jurisdiction reasonably acceptable to Party B that, at the time of the transfer, maintains (or its proposed guarantor maintains) the Hedge Counterparty Collateral Threshold Rating from each Rating Agency on its unsecured and unsubordinated debt, deposit or letter of credit obligations;

 

(B)

the Rating Agency Condition is satisfied with respect to such transfer;

 

(C)

neither an Event of Default with respect to the transferee nor a Termination Event would exist immediately after that transfer; and

 

(D)

the transferee executes and delivers a written agreement reasonably satisfactory to Party B under the Pooling and Servicing Agreement in which the transferee, among other things, legally and effectively accepts all the rights and assumes all the obligations of Party A under this Agreement.

 


 

(b)

Amendments. Except as expressly provided in this Agreement, no amendment, modification, or waiver in respect of this Agreement will be effective unless (A) evidenced by a writing executed by each party hereto, and (B) each Rating Agency confirms that the amendment, modification or waiver will not cause the reduction or withdrawal of its then current rating on any Certificates under the Pooling and Servicing Agreement.

(c)

Transfer. No Party to this Agreement may transfer its obligations under this Agreement pursuant to (i) Section 6(b)(ii) of this Agreement except upon written notice to each Rating Agency and (ii) Section 7(a) of this Agreement except upon written confirmation from each Rating Agency that, at such time, has assigned a rating to the Certificates that are outstanding under the Pooling and Servicing Agreement, that any such transfer would not cause such Rating Agency’s then-current rating on any class of Certificates to be adversely qualified, reduced, suspended or withdrawn.

(d)

Payments. All payments to Party B under this Agreement or any Transaction shall be made to the appropriate Derivative Account under the Pooling and Servicing Agreement (as set forth in the related Confirmation).

(e)

Set-off. Party A and Party B hereby waive any and all right of set-off with respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive or otherwise limit the netting provisions contained in Sections 2(c)(ii) and 6(e) of this Agreement or the setoff rights contained in the Credit Support Annex.

(f)

Pooling and Servicing Agreement

 

(i)

Party B hereby acknowledges that Party A is a third-party beneficiary under the Pooling and Servicing Agreement and the Derivative Administration Agreement, and Party B agrees for the benefit of Party A that neither it nor the Depositor, the Master Servicer or the Trustee will take any action (whether in the form of an amendment, a modification, supplement, waiver, approval, consent or otherwise) which may have a material adverse effect with respect to the rights, interest or benefits granted to Party A under the Pooling and Servicing Agreement or the Derivative Administration Agreement with respect to this Agreement, whether or not this Agreement is specifically referred to or identified therein.

“Pooling and Servicing Agreement” means that certain Pooling and Servicing Agreement, dated as of February 1, 2006, by and among Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as Sponsor and Master Servicer, and LaSalle Bank National Association, as Trustee, as the same may be amended, modified, supplemented or restated from time to time.

 

(ii)

On the date Party B executes and delivers this Agreement and on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: that the Pooling and Servicing Agreement and the Derivative Administration Agreement is in full force and effect; that Party B is not party to any separate agreement with any of the parties to the Pooling and Servicing Agreement or the Derivative

 


Administration Agreement that would have the effect of diminishing or impairing the rights, interests or benefits that have been granted to Party A under, and which are expressly set forth in, the Pooling and Servicing Agreement or the Derivative Administration Agreement; that Party B’s obligations under this Agreement are dependent on payments under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that the Transactions entered into under this Agreement constitute an “Interest Rate Swap Agreement” and a “Yield Maintenance Agreement” under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that each Transaction entered into under this Agreement is an Interest Rate Swap Agreement or a Yield Maintenance Agreement under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that Party A constitutes a Swap Provider and Yield Maintenance Agreement Provider under the Pooling and Servicing Agreement and the Derivative Administration Agreement; that no Event of Default has occurred and is continuing as defined in the Pooling and Servicing Agreement; that nothing herein violates or conflicts with any of the provisions of the Pooling and Servicing Agreement, the Derivative Administration Agreement or any other documents executed in connection therewith. In addition, on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: that the Transactions do not violate or conflict with any of the provisions of the Pooling and Servicing Agreement, the Derivative Administration Agreement or any other documents executed in connection therewith; and that under the terms of the Pooling and Servicing Agreement and the Derivative Administration Agreement, neither the consent of the Trustee, the Supplemental Interest Trust Trustee, the Derivative Administrator nor of any of the Certificateholders under the Pooling and Servicing Agreement is required for Party B to enter into that Transaction or for Party A to be entitled for that Transaction to the rights, interests and benefits granted to Party A under the Pooling and Servicing Agreement and the Derivative Administration Agreement.

(g)

Consent to Notice & Communications. Party B hereby consents to the giving to the Supplemental Interest Trust Trustee of notice by Party A of Party A’s address and telecopy and telephone numbers for all purposes of the Pooling and Servicing Agreement, and in addition, Party A shall also be entitled at any time to provide the Supplemental Interest Trust Trustee with copies of this Agreement, including all Confirmations. In addition, Party A shall not be precluded from communicating with the Trustee or any party to, or any third party beneficiary under, the Pooling and Servicing Agreement for the purpose of exercising, enforcing or protecting any of Party A’s rights or remedies under this Agreement or any rights, interests or benefits granted to Party A under the Pooling and Servicing Agreement.

(h)

Supplemental Interest Trust Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by LaSalle Bank National Association (“LaSalle”), not individually or personally but solely as trustee on behalf of the Supplemental Interest Trust, (b) each of the representations, undertakings and agreements herein made on the part of Party B is made and intended not as personal representations, undertakings and agreements by LaSalle but is made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as creating

 


any liability on LaSalle, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; provided that nothing in this paragraph shall relieve LaSalle from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, (d) under no circumstances shall LaSalle be personally liable for the payment of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, presentation, warranty or covenant made or undertaken by Party B under this Agreement or any other related documents, other than due to its gross negligence or willful misconduct in performing the obligations of the Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement, (e) any resignation or removal of LaSalle as trustee on behalf of the Supplemental Interest Trust shall require the assignment of this agreement to LaSalle’s replacement, (f) LaSalle has been directed, pursuant to the Pooling and Servicing Agreement, to enter into this Agreement and to perform its obligations hereunder, and (g) the parties hereto acknowledge and agree that under (i) the Derivative Administration Agreement, dated as of February 28, 2006, among LaSalle Bank National Association, as derivative administrator (in such capacity, the “Derivative Administrator”), the Supplemental Interest Trust Trustee, and the Trustee, (ii) the Pooling and Servicing Agreement, and (iii) this Agreement, the Derivative Administrator, may act for Party B hereunder, and Party A hereby acknowledges and agrees that it will, unless otherwise directed by the Supplemental Interest Trust Trustee or the Derivative Administrator, make all payments hereunder to the account specified in the related Confirmations. Party A shall be entitled to rely, shall be fully protected in relying, and shall incur no liability from relying in good faith, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the Derivative Administrator.

 

(i)

Party A Rights Solely Against Trust Fund. Notwithstanding anything herein to the contrary, Party A hereunder acknowledges and agrees that the liability of Party B to Party A hereunder (including, for the avoidance of doubt, each Confirmation hereto) is limited in recourse to the assets in the Trust Fund and to the extent that the proceeds of the assets in the Trust Fund, when applied in accordance with the applicable provisions of the Pooling and Servicing Agreement, are insufficient to meet the obligations of Party B hereunder in full, Party B shall have no further liability in respect of any such outstanding obligations and any obligations of Party B which remain outstanding, and all claims against Party B hereunder shall be extinguished. Party A further agrees and acknowledges that the obligations of Party B hereunder are solely the corporate obligations of Party B and that Party A shall not take any action against the directors, shareholders, administrator or officers of Party B to recover any amounts due hereunder (absent fraud or willful misconduct by any such person). This clause shall survive the termination of this agreement for any reason. Notwithstanding the foregoing, neither party will be required to pay additional amounts in respect of any Indemnifiable Tax or be under any obligation to pay the other party any amount in respect of any liability of such other party for or on account of any Tax and this Part 6(i) shall be construed accordingly.
 

(j)

Regulation AB Provisions. (i) Party A agrees and acknowledges that the Depositor may be

 


required under Regulation AB under the Securities Act of 1933, as amended (“Regulation AB”), to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement, as calculated from time to time in accordance with Item 1115 of Regulation AB.

 

(ii)

It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party B requests from Party A the applicable financial information described in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the Depositor, made in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”).

 

(iii)

Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall either (a) provide to the Depositor the Swap Financial Disclosure, (b) transfer Eligible Collateral to Party B’s Custodian in an amount (including any amount posted pursuant to clause (i) of Part 1 (i)(C) above, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB), or (c) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Collateral Threshold Rating from each Rating Agency and which satisfies the Rating Agency Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

(k)

FDIC Requirements. In the case of Party A, it is a bank subject to the requirements of 12 U.S.C. § 1823(e), its execution, delivery and performance of this Agreement (including the Credit Support Annex and each Confirmation) have been approved by its board of directors or its loan committee, such approval is reflected in the minutes of said board of directors or loan committee, and this Agreement (including the Credit Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution (or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor are satisfied in full).

(l)

Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties;

 


provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

(m)

No Bankruptcy Petition. Party A agrees that, prior to the date which is at least one year and one day (or, if longer, the applicable preference period then in effect) after all the Certificates have been paid in full, it will not institute against, or join any other person or entity in instituting against, Party B any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction, provided that nothing herein shall preclude, or be deemed to estop, Party A from taking any action in any case or proceeding voluntarily filed or commenced by or on behalf of Party B by a party other than Party A or in any involuntary case or proceeding after it has commenced. The provisions of this Part 6(m) shall survive the termination of this Agreement.

Part 7. Definitions:

All capitalized terms used herein and not defined, shall have the definition ascribed to them in the Pooling and Servicing Agreement.

 


 

                IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

__________________________________

Name:

Title:

LaSalle Bank National Association, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to Bear Stearns Asset-Backed Securities I Trust 2006-HE2, Asset-Backed Certificates, Series 2006-HE2

By:

__________________________________

Name:

Title:

 

 

 

 


 

EXHIBIT P

SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE

 

Definitions

Master Servicer – aggregator of pool assets

Custodian – safe keeper of pool assets

Trustee – fiduciary of the transaction, waterfall calculator, paying agent

 

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

 

Reg AB Reference

Servicing Criteria

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

 

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)(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 pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt and identification, or such other number of days specified in the transaction agreements.

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

 

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

 

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

 

 

 


 

 

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

 

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 45 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

 

 

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

 

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

 

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

 

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

 

 

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

1122(d)(4)(ii)

Pool assets 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

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

 

 

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 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

 

 

_________________________

* Only with respect to the logistics of adding, removing and substituting loan files.

 

 


 

 

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.

 

X

 

 

 


 

EXHIBIT Q

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 3.16. The trustee in this transaction is responsible for all of the securities administrator functions.

 

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 5.06 of Pooling and Servicing Agreement, 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 of Form 8-K and Form 10-K set forth in this exhibit shall be sent to the Trustee and the Depositor.

 

Form

Item

Description

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 certificate holders)

 

 

 

(2) Cash flows received and the sources thereof for distributions, fees and expenses.

 

X

 

(monthly statements to certificate holders)

 

 

 

(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 certificate holders)

 

 

 

(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 certificate holders)

 

 

 

(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 certificate holders)

 

 

 

(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 certificate holders)

 

 

 

 

 


 

 

 

 

(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.

 

X

 

(monthly statements to certificate holders)

 

 

 

(4) Beginning and ending principal balances of the asset-backed securities.

 

X

 

(monthly statements to certificate holders)

 

 

 

(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 certificate holders)

 

 

 

(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.

 

 

X

 

(monthly statements to certificate holders)(only with respect to the reserve accounts)

 

 

 

(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 certificate holders)

 

 

 

(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 certificate holders)

 

 

Updated pool composition information fields to be as specified by Depositor from time to time

 

(9) Delinquency and loss information for the period.

 

X

 

(monthly statements to certificate holders)

 

 

 

 

 


 

 

 

 

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

 

(monthly statements to certificate holders)

 

 

 

(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

 

(monthly statements to certificate holders)

 

 

 

(12) Material breaches of pool asset representations or warranties or transaction covenants.

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 certificate holders)

 

 

 

(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

 

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

 

 

 

 

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 Certificateholders

 

 

 

 

 

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

 

 

 

Requesting 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

 

 

 

Requesting 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

1.02

Termination of a Material Definitive Agreement

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.

X

X

X

X

X

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, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian

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 [in this transaction there is no 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 statements to the certificateholders [in this transaction there will be no events other than waterfall triggers]

 

X

 

 

 

3.03

Material Modification to Rights of Certificateholders

 

 

 

 

 

Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement

 

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 3.16]

 

 

 

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 or trustee.

X

X

 

X

 

Reg AB disclosure about any new master servicer is also required.

X

 

 

 

 

Reg AB disclosure about any new trustee is also required.

 

X

 

 

 

6.03

Change in Credit Enhancement or Other External 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

 

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 certificateholders.

 

 

 

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 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

 

 

 

Requesting 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

 

 

 

Requesting 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

 

 

 

 

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

 

 

 

 

Originator

 

 

 

X

 

Custodian

 

 

X

 

 

Credit Enhancer/Support Provider

 

 

 

X

 

Significant Obligor

 

 

 

X

 

Item 1122 – Assessment of Compliance with Servicing Criteria

X

X

X

 

 

Item 1123 – Servicer Compliance Statement

X

X

 

 

 

 

 


 

EXHIBIT R

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

 

LaSalle Bank National Association as Trustee

135 S. LaSalle St., Suite 1625

Chicago, Illinois 60603

Fax: (312) 904-1368

E-mail: edgar@abnamro.com

Attn: Global Securities and Trust Services Group - BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-HE2-SEC REPORT PROCESSING

RE: **Additional Form [ ] Disclosure**Required

Ladies and Gentlemen:

In accordance with Section 3.16(a)(v) of the Pooling and Servicing Agreement, dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor and as master servicer, and LaSalle Bank National Association, as trustee. The Undersigned, as [Name of Party], 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: